DECEMBER 15, 1999
Xx. Xxxxxxx Xxxxxxxxxx
Chairman
SENESCO TECHNOLOGIES, INC.
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxxx:
This letter is to confirm and summarize the agreement under which STRATEGIC
GROWTH INTERNATIONAL, INC. ("SGI") will serve as Investor Relations Consultant
to SENESCO TECHNOLOGIES, INC. ("THE COMPANY").
DUTIES:
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As Investor Relations Consultant, we will:
a) Consult with the management of THE COMPANY on Investor Relations aspects
of shareholder communications, including arranging and conducting meetings with
the professional investment community and investor groups; communicating the
corporate message to specified audiences, and enhancing relations with security
analysts and the financial press.
b) Help develop and implement a comprehensive Investor Relations program.
c) Provide professional staff services as may be reasonably required to
help the Company carry out its programs and objectives.
The scope of SGI's services shall not include any activities related to or
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regarding the raising of funds. Such activities shall be subject to a separate
agreement.
THE COMPANY agrees to indemnify and hold harmless SGI from and against any and
all losses, claims, damages, expenses or liabilities, including reasonable
attorney's fees and costs, which SGI may incur based upon information,
representations, reports or data furnished by THE COMPANY to the extent that
such material is furnished, prepared or approved by SENESCO TECHNOLOGIES, INC.
for use by SGI.
XX. XXXXXXX XXXXXXXXXX
DECEMBER 15, 1999
PAGE 2
SGI shall indemnify and hold THE COMPANY harmless from and against any\all
claims, losses, liabilities, damages and expenses including reasonable
attorney's fees and costs arising from inaccurate or misleading statements or
communications issued by SGI without prior approval of THE COMPANY.
OUT OF POCKET EXPENSES:
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THE COMPANY will reimburse SGI for all reasonable, pre-approved out-of-pocket
disbursements, including travel expenses, made in the performance of its duties
under this agreement. Items, such as luncheons with the professional investment
community, graphic design and printing, postage, long distance telephone calls,
etc., will be billed as incurred.
RECORDS AND RECORD KEEPING:
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SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of THE COMPANY. Authorization for projects and operating activities with
costs exceeding $500.00 will be obtained in advance before commitments are made.
TERMS OF PAYMENT:
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Billings will be done monthly for the coming month. Expenses and charges will be
included in the following month's bill. Payment is due within ten (10) days upon
receipt of invoice. The payment for the initial month is due upon the signing of
this agreement.
SERVICE FEES:
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THE COMPANY will pay SGI a monthly retainer fee of $8,000.00 for services under
this agreement.
THE COMPANY agrees to grant to SGI warrants to purchase 300,000 shares of THE
COMPANY'S common stock at $3.50, the closing bid price of the stock on DECEMBER
7, 1999. Such warrants will have piggyback registration rights for a period of
three years from the date of this Agreement. In the event SGI cannot register
the underlying shares within 18 months of the date of this Agreement, then THE
COMPANY will grant to SGI demand registration rights for a period of one year
from such 18 month period. All such registration rights shall be subject to a
registration rights agreement to be executed by THE COMPANY and SGI.
The warrants shall be exercisable for a period of five years from the date of
this agreement. The warrants shall be adjusted for any and all
recapitalizations, including splits, dividends, etc. Such warrants may be
transferred in whole or in part to one or more officers of THE COMPANY. The
300,000 warrants shall vest as follows:
100,000 on December 15, 1999
66,666 on June 15, 2000
66,667 on December 15, 2000
66,667 on June 15, 2001
XX. XXXXXXX XXXXXXXXXX
DECEMBER 15, 1999
PAGE 3
CONFIDENTIALITY
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SGI agrees to keep confidential, and not to disclose to any third parties,
without discussion with THE COMPANY, any Confidential Information. With respect
to Confidential Information, it shall be understood not to include:
(i) publicly available information;
(ii) information received from third parties who are not officers,
employees or agents of THE COMPANY;
(iii) information required to be disclosed by applicable law, regulation,
certified public accountant or court proceeding.
In addition, SGI shall not use any Confidential Information to trade THE
COMPANY'S securities for its own account when it is in possession of material
non-public information.
TERMS OF AGREEMENT:
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This agreement shall commence on DECEMBER 15, 1999 for a period of 24 months
ending DECEMBER 14, 2001.
Each of THE COMPANY and SGI shall have the right to terminate this agreement by
JANUARY 14, 2000 if this agreement has not been formally approved by the Board
of Directors of SENESCO by that date. In such event, all warrants pursuant to
this Agreement shall be rescinded. However, SGI shall be entitled to all service
fees and out-of-pocket expenses incurred to date.
SENESCO TECHNOLOGIES, INC. shall have the right to terminate this agreement on
JUNE 14, 2000, on DECEMBER 14, 2000, and on JUNE 14, 2001 by providing 30 days
prior written notice. Upon such termination, THE COMPANY will have the right to
rescind any remaining unvested warrants.
This agreement shall be governed by and subject to the jurisdiction of and laws
of New York State.
Please confirm agreement to the above by signing all three (3) copies and
returning two (2) copies to SGI.
AGREED TO AND ACCEPTED BY:
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/s/ Xxxxxxx Xxxxxxxxxx, Chairman /s/ Xxxxxxx Xxxxxx, Chairman
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Senesco Technologies, Inc. Strategic Growth International, Inc.
