AS A BONA FIDE GIFT OR GIFTS; AND (B) THE TRANSFER OF
SHARES OF COMMON STOCK OR OTHER SECURITIES OF THE COMPANY BY THE UNDERSIGNED TO
ITS AFFILIATES, AS SUCH TERM IS DEFINED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT").
THIS SECTION I SHALL SURVIVE FOR TWENTY FOUR
(24) MONTHS FROM THE DATE OF THIS AGREEMENT, REGARDLESS OF WHETHER THIS
AGREEMENT IS TERMINATED FOR ANY REASON PRIOR TO SUCH TIME; PROVIDED, HOWEVER,
THAT THE PROVISIONS OF THIS SECTION I SHALL AUTOMATICALLY BE SUSPENDED FOR THE
PERIOD OF TIME WHEN BOTH OF THE FOLLOWING CONDITIONS ARE MET:
(I) THE SHARES OF
THE COMMON STOCK TRADE AT OR ABOVE $5 PER SHARE, BASED UPON THE CLOSING PRICE,
FOR A CONSECUTIVE THIRTY (30) DAY PERIOD, AND (II) THE AVERAGE TRADING VOLUME OF
SUCH SHARES IS AT LEAST 300,000 SHARES FOR A CONSECUTIVE THIRTY (30) DAY PERIOD;
AND, PROVIDED, FURTHER, THAT THIS SECTION I SHALL AGAIN APPLY WHEN THE FOREGOING
CONDITIONS ARE NO LONGER MET.
J.
REGISTRATION RIGHTS AGREEMENT
Upon execution of this Agreement, the parties hereto shall execute a
Registration Rights Agreement, in a form to be mutually agreed upon by both
parties.
K.
GENERAL
This letter, including the Schedules attached hereto, constitutes the entire
understanding of the parties with respect to the subject matter hereof and may
not be altered or amended except in a writing signed by both parties. This
Agreement shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of New Jersey. THE
PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.
If the foregoing correctly sets forth the terms of our agreement, kindly so
indicate by signing and returning two copies of this letter.
Upon delivery of
your executed copies, this letter shall constitute a binding agreement as of the
date first above written.
COMPANY:
SENESCO TECHNOLOGIES, INC.
By:
/s/ Bruce C. Galton
Name: Bruce C. Galton
Title: President and Chief Executive Officer
STANFORD GROUP:
STANFORD GROUP COMPANY
By:
Name:
Title:
STANFORD VENTURE:
STANFORD VENTURE CAPITAL HOLDINGS, INC.
(as to Sections I and J only)
By:
Name:
Title:
STANFORD INTERNATIONAL:
STANFORD INTERNATIONAL BANK, LTD.
(as to Sections I and J only)
By:
Name:
Title:
STANFORD EMPLOYEES
/s/ Ronald Stein
RONALD STEIN (as to Section J only)
/s/ Daniel Bogar
DANIEL BOGAR (as to Section J only)
/s/ Osvaldo Pi
OSVALDO PI (as to Section J only)
/s/ William Fusselmann
WILLIAM FUSSELMANN (as to Section J only)
SCHEDULE A
INFORMATION TO BE SUPPLIED; CONFIDENTIALITY
In connection with Stanford Group's activities on behalf of the Company, the
Company will furnish Stanford Group with all financial and other information
regarding the Company that Stanford Group reasonably believes appropriate to its
assignment (all such information so furnished by the Company, whether furnished
before or after the date of this