0001104659-06-066505 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 13th, 2006 • Senesco Technologies Inc • Services-commercial physical & biological research • Delaware

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 10, 2006, by and among Senesco Technologies, Inc., a Delaware corporation (the “Company”), and those persons listed on the signature pages attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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August 1, 2006
Senesco Technologies Inc • October 13th, 2006 • Services-commercial physical & biological research
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
Senesco Technologies Inc • October 13th, 2006 • Services-commercial physical & biological research • New Jersey

Senesco Technologies, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [ ], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after [ ](2) and on or before 5:00 p.m. (New York time) on [ ], 2011, [ ](3) shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”), at a purchase price of $1.18 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants issued by the Company in connection with a private placement of Common Stock and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company War

STANFORD GROUP COMPANY
Registration Rights Agreement • October 13th, 2006 • Senesco Technologies Inc • Services-commercial physical & biological research • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 13th, 2006 • Senesco Technologies Inc • Services-commercial physical & biological research • Delaware

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 10th day of October, 2006 by and among Senesco Technologies, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase Agreement by and among the Company and the Purchasers, dated as of even date herewith (the “Purchase Agreement”).

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