THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANT
Warrant No. 112 Number of Shares: 237,600
(subject to adjustment)
Date of Issuance: September 25, 2003
Original Issue Date (as defined in subsection
3(a)): September 25, 2003
SENESCO TECHNOLOGIES, INC.
--------------------------
Common Stock Purchase Warrant
-----------------------------
(Void after September 24, 2008)
SENESCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"), for
value received, hereby certifies that Sands Brothers International, Ltd., or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
and conditions set forth below, to purchase from the Company, subject to the
vesting schedule in subsection 1(a) hereof, at any time or from time to time on
or after the date of issuance and on or before 5:00 p.m. (Eastern time) on
September 24, 2008, 237,600 shares of Common Stock, $0.01 par value per share,
of the Company ("Common Stock"), at a purchase price of $3.59 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.
1. Exercise.
--------
(a) Vesting. The Warrant Shares shall become exercisable in
accordance with the following schedule (the "Vesting Schedule"):
Date Warrant Shares Number of Warrant Shares
become Exercisable becoming exercisable on such date
------------------ ---------------------------------
September 25, 2003 237,600
(b) Exercise for Cash. The Registered Holder may, at its option,
------------------
elect to exercise this Warrant, subject to the Vesting Schedule, in whole or in
part and at any time or from time to time, by surrendering this Warrant, with
the purchase form appended hereto as Exhibit I duly executed by or on behalf of
---------
the Registered Holder, at the principal office of the Company, or at such other
office or agency as the Company may designate, accompanied by payment in full,
in lawful money of the United States, of the Purchase Price payable in respect
of the number of Warrant Shares purchased upon such exercise.
(c) Cashless Exercise.
-----------------
(i) The Registered Holder may, at its option, elect to exercise
this Warrant, subject to the Vesting Schedule, in whole or in part and at any
time or from time to time, on a cashless basis, by surrendering this Warrant,
with the purchase form appended hereto as Exhibit I duly executed by or on
---------
behalf of the Registered Holder, at the principal office of the Company, or at
such other office or agency as the Company may designate, by canceling a portion
of this Warrant in payment of the Purchase Price payable in respect of the
number of Warrant Shares purchased upon such exercise. In the event of an
exercise pursuant to this subsection 1(c), the number of Warrant Shares issued
to the Registered Holder shall be determined according to the following formula:
X = Y(A-B)
------
A
Where: X = the number of Warrant Shares that shall be issued to the
Registered Holder;
Y = the number of Warrant Shares for which this Warrant is
being exercised (which shall include both the number of
Warrant Shares issued to the Registered Holder and the
number of Warrant Shares subject to the portion of the
Warrant being cancelled in payment of the Purchase
Price);
A = the Fair Market Value (as defined below) of one share of
Common Stock; and
B = the Purchase Price then in effect.
(ii) The Fair Market Value per share of Common Stock shall be
determined as follows:
(1) If the Common Stock is listed on a national
securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or
another nationally recognized trading system as of the Exercise Date, including
the NASD OTC Bulletin Board, the Fair Market Value per share of Common Stock
shall be deemed to be the closing sale price per share of Common Stock thereon
on the average for the five (5) trading days immediately preceding the Exercise
Date (provided that if no such price is reported on such day, the Fair Market
--------
Value per share of Common Stock shall be the average of the highest reported bid
and lowest reported ask price, as reported or quoted on such exchange or such
system, for the five (5) trading days immediately preceeding the Exercise Date.
(2) If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value per share of
Common Stock shall be deemed to be the amount most recently determined by the
Board of Directors of the Company (the "Board") to represent the fair market
value per share of the Common Stock (including without limitation a
determination for purposes of granting Common Stock options or issuing Common
Stock under any plan, agreement or arrangement with employees of the Company);
and, upon request of the
-2-
Registered Holder, the Board (or a representative thereof) shall, as promptly as
reasonably practicable but in any event not later than 10 days after such
request, notify the Registered Holder of the Fair Market Value per share of
Common Stock and furnish the Registered Holder with reasonable documentation of
the Board's determination of such Fair Market Value. Notwithstanding the
foregoing, if the Board has not made such a determination within the three-month
period prior to the Exercise Date, then (A) the Board shall make, and shall
provide or cause to be provided to the Registered Holder notice of, a
determination of the Fair Market Value per share of the Common Stock within 15
days of a request by the Registered Holder that it do so, and (B) the exercise
of this Warrant pursuant to this subsection 1(c) shall be delayed until such
determination is made and notice thereof is provided to the Registered Holder.
(d) Exercise Date. Each exercise of this Warrant shall be deemed to
-------------
have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided in
subsection 1(b) or 1(c) above (the "Exercise Date"). At such time, the person or
persons in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in subsection 1(e) below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.
(e) Issuance of Certificates. As soon as practicable after the
------------------------
exercise of this Warrant in whole or in part, and in any event within 10 days
thereafter, the Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as the Registered Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon such exercise,
which shall include, if applicable, the rounding of any fraction up to the
nearest whole number of shares of Common Stock pursuant to Section 4 hereof; and
(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of Warrant Shares for which this Warrant
was so exercised (which, in the case of an exercise pursuant to subsection 1(c),
shall include both the number of Warrant Shares issued to the Registered Holder
pursuant to such partial exercise and the number of Warrant Shares subject to
the portion of the Warrant being cancelled in payment of the Purchase Price).
2. Piggyback Registration Rights. If at any time the Company determines to
-----------------------------
register under the Securities Act (including pursuant to a demand of any
security holder of the Company exercising registration rights), any of its
Common Stock (except securities to be issued solely in connection with any
acquisition of any entity or business, shares issuable solely upon exercise of
stock options, shares issuable solely pursuant to employee benefit plans or
stock purchase plans, or shares to be registered on any registration form that
does not permit secondary sales), it shall give to the Registered Holder written
notice of such determination at least fifteen (15) days prior to each such
filing. If, within five (5) days after receipt of such notice, the Registered
Holder so requests in writing, the Company will use all commercially reasonable
efforts to include all or any part of the Registered Holder's Warrant Shares
purchased from time to time under the
-3-
Warrant in such registration statement (to the extent permitted by applicable
regulation) that the Registered Holder requests to be registered (the
"Registrable Securities"); provided, however, (i) the number of shares of
Registrable Securities may be reduced as required to first accommodate the
registration of the Company's Common Stock held by stockholders of the Company
as of the date hereof that are entitled to registration in such offering, and
(ii) in the event any registration pursuant to this Section 2 shall be, in whole
or in part, an underwritten public offering of Common Stock, the number of
shares of Registrable Securities to be included in such an underwriting may be
reduced if and to the extent that the managing underwriter is of the opinion
that such inclusion would materially and adversely affect the marketing of the
securities to be sold therein. Any Registrable Securities which are included in
any underwritten public offering under this Section 2 will be sold upon such
terms as the managing underwriters reasonably request. If the Registered Holder
disapproves of the terms of such underwriting, the Registered Holder may elect
to withdraw therefrom by written notice to the Company and the underwriter.
Notwithstanding the foregoing provisions, the Company may withdraw any
registration statement referred to in this Section 2 without thereby incurring
any liability to any holder of the Registrable Securities.
3. Adjustments.
-----------
(a) Adjustment for Stock Splits and Combinations. If the Company
-----------------------------------------------
shall at any time or from time to time after the date on which this Warrant was
first issued (or, if this Warrant was issued upon partial exercise of, or in
replacement of, another warrant of like tenor, then the date on which such
original warrant was first issued) (either such date being referred to as the
"Original Issue Date") effect a subdivision of the outstanding Common Stock, the
Purchase Price then in effect immediately before that subdivision shall be
proportionately decreased. If the Company shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of Common Stock,
the Purchase Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or combination
becomes effective.
(b) Adjustment for Certain Dividends and Distributions. In the event
---------------------------------------------------
the Company at any time, or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:
(1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
-4-
provided, however, that if such record date shall have been fixed and such
-------- -------
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.
(c) Adjustment in Number of Warrant Shares. When any adjustment is
---------------------------------------
required to be made in the Purchase Price pursuant to subsections 3(a) or 3(b),
the number of Warrant Shares purchasable upon the exercise of this Warrant shall
be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(d) Adjustments for Other Dividends and Distributions. In the event
---------------------------------------------------
the Company at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned
surplus, determined in accordance with generally accepted accounting
principles), then and in each such event provision shall be made so that the
Registered Holder shall receive upon exercise hereof, in addition to the number
of shares of Common Stock issuable hereunder, the kind and amount of securities
of the Company, cash or other property which the Registered Holder would have
been entitled to receive had this Warrant been exercised on the date of such
event and had the Registered Holder thereafter, during the period from the date
of such event to and including the Exercise Date, retained any such securities
receivable during such period, giving application to all adjustments called for
during such period under this Section 2 with respect to the rights of the
Registered Holder.
(e) Adjustment for Reorganization. If there shall occur any
--------------------------------
reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which the Common Stock is converted into or exchanged
for securities, cash or other property (other than a transaction covered by
subsections 3(a), 3(b) or 3(d)) (collectively, a "Reorganization"), then,
following such Reorganization, the Registered Holder shall receive upon exercise
hereof the kind and amount of securities, cash or other property which the
Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization. In any such case, appropriate adjustment (as determined in good
faith by the Board) shall be made in the application of the provisions set forth
herein with respect to the rights and interests thereafter of the Registered
Holder, to the end that the provisions set forth in this Section 3 (including
provisions with respect to changes in and other adjustments of the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any securities, cash or other property thereafter deliverable upon
the exercise of this Warrant.
(f) Certificate as to Adjustments. Upon the occurrence of each
--------------------------------
adjustment or readjustment of the Purchase Price pursuant to this Section 3, the
Company at its expense shall, as promptly as reasonably practicable but in any
event not later than 10 days thereafter, compute such adjustment or readjustment
in accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and
-5-
the Purchase Price) and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall, as promptly as reasonably
practicable after the written request at any time of the Registered Holder (but
in any event not later than 10 days thereafter), furnish or cause to be
furnished to the Registered Holder a certificate setting forth (i) the Purchase
Price then in effect and (ii) the number of shares of Common Stock and the
amount, if any, of other securities, cash or property which then would be
received upon the exercise of this Warrant.
4. Fractional Shares. The Company shall not be required upon the exercise
-----------------
of this Warrant to issue any fractions of shares of Common Stock or fractional
Warrants; provided, however, that if the Registered Holder exercises this
-------- -------
Warrant, any fractional shares of Common Stock shall be eliminated by rounding
any fraction up to the nearest whole number of shares of Common Stock. The
Registered Holder of this Warrant, by acceptance hereof, expressly waives his
right to receive any fractional share of Common Stock or fractional Warrant upon
exercise of this Warrant.
5. Investment Representations. The initial Registered Holder represents
--------------------------
and warrants to the Company as follows:
(a) Investment. It is acquiring the Warrant, and (if and when it
----------
exercises this Warrant) it will acquire the Warrant Shares, for its own account
for investment and not with a view to, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the same; and the Registered Holder has no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing for
the disposition thereof;
(b) Federal and State Compliance. The Registered Holder understands
----------------------------
that this Warrant and any Warrant Shares purchased upon its exercise are
securities, the issuance of which requires compliance with federal and state
securities law, including the Securities Act of 1933, as amended (the "Act");
(c) Accredited Investor. The Registered Holder is an "accredited
-------------------
investor" as defined in Rule 501(a) under the Act;
(d) Experience. The Registered Holder has made such inquiry
----------
concerning the Company and its business and personnel as it has deemed
appropriate; and the Registered Holder has sufficient knowledge and experience
in finance and business that it is capable of evaluating the risks and merits of
its investment in the Company; and
(e) Restricted Securities. The Registered Holder acknowledges and
---------------------
understands that the Warrant and Warrant Shares constitute restricted securities
under the Act and must be held indefinitely unless subsequently registered under
the Act or an exemption from such registration is available.
6. Transfers, etc.
---------------
(a) This Warrant and the Warrant Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Act, or (ii) the Company first shall have been furnished with an opinion of
legal counsel, reasonably satisfactory to the Company, to the effect that such
sale or transfer is exempt from the registration requirements of the Act.
-6-
Notwithstanding the foregoing, no registration or opinion of counsel shall be
required for (i) a transfer by a Registered Holder which is an entity to a
wholly owned subsidiary of such entity, a transfer by a Registered Holder which
is a partnership to a partner of such partnership or a retired partner of such
partnership or to the estate of any such partner or retired partner, or a
transfer by a Registered Holder which is a limited liability company to a member
of such limited liability company or a retired member or to the estate of any
such member or retired member, provided that the transferee in each case agrees
in writing to be subject to the terms of this Section 6, or (ii) a transfer made
in accordance with Rule 144 under the Act.
(b) Each certificate representing Warrant Shares shall bear a legend
substantially in the following form:
"The securities represented by this certificate
have not been registered under the Securities Act
of 1933, as amended (the "Act"), and may not be
offered, sold or otherwise transferred, pledged or
hypothecated unless and until such securities are
registered under such Act or an opinion of counsel
satisfactory to the Company is obtained to the
effect that such registration is not required."
The foregoing legend shall be removed from the certificates representing
any Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Act or at such time
as they are transferred or sold pursuant to a Registration Statement.
(c) The Company will maintain a register containing the name and
address of the Registered Holder of this Warrant. The Registered Holder may
change its address as shown on the warrant register by written notice to the
Company requesting such change.
(d) Subject to the provisions of Section 6 hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company (or, if another office or agency
has been designated by the Company for such purpose, then at such other office
or agency).
7. Notices of Record Date, etc. In the event:
----------------------------
(a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right; or
(b) of any capital reorganization of the Company, any
reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the surviving entity and its Common Stock is not
converted into or exchanged for any other securities or property), or any
transfer of all or substantially all of the assets of the Company; or
-7-
(c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such case, the Company will send or cause to be sent to the
Registered Holder a notice specifying, as the case may be, (i) the record date
for such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be sent at least 10 days prior to
the record date or effective date for the event specified in such notice.
8. Reservation of Stock. The Company will at all times reserve and keep
--------------------
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this Warrant.
9. Exchange or Replacement of Warrants.
-----------------------------------
(a) Upon the surrender by the Registered Holder, properly endorsed,
to the Company at the principal office of the Company, the Company will, subject
to the provisions of Section 6 hereof, issue and deliver to or upon the order of
the Registered Holder, at the Company's expense, a new Warrant or Warrants of
like tenor, in the name of the Registered Holder or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock (or other securities, cash and/or property) then issuable
upon exercise of this Warrant.
(b) Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement (with
surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Agreement in Connection with Public Offering. The Registered Holder
-----------------------------------------------
agrees, in connection with an underwritten public offering of the Company's
securities pursuant to a registration statement under the Act, (i) not to sell,
make short sale of, loan, grant any options for the purchase of, or otherwise
dispose of any shares of Common Stock held by the Registered Holder (other than
any shares included in the offering) without the prior written consent of the
Company or the underwriters managing such underwritten public offering of the
Company's securities for a period of 180 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i)
above as may be requested by the Company or the managing underwriters at the
time of such offering.
-8-
11. Notices. All notices and other communications from the Company to the
-------
Registered Holder in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or
sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice. All such notices and communications shall be deemed delivered
(i) two business days after being sent by certified or registered mail, return
receipt requested, postage prepaid, or (ii) one business day after being sent
via a reputable nationwide overnight courier service guaranteeing next business
day delivery.
12. No Rights as Stockholder. Until the exercise of this Warrant, the
---------------------------
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.
13. Amendment or Waiver. Any term of this Warrant may be amended or waived
-------------------
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought. No waivers of any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.
14. Section Headings. The section headings in this Warrant are for the
----------------
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.
15. Governing Law. This Warrant will be governed by and construed in
-------------
accordance with the internal laws of the State of New Jersey (without reference
to the conflicts of law provisions thereof).
16. Facsimile Signatures. This Warrant may be executed by facsimile
---------------------
signature.
* * * * * * *
-9-
EXECUTED as of the Date of Issuance indicated above.
SENESCO TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
ATTEST:
-------------------------
EXHIBIT I
PURCHASE FORM
-------------
To: Dated:
----------------------- ----------------
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ), hereby elects to purchase (CHECK APPLICABLE BOX):
---
|_| shares of the Common Stock of SENESCO TECHNOLOGIES, INC. covered
-----
by such Warrant; or
|_| the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in subsection
1(c).
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant. Such payment takes
the form of (CHECK APPLICABLE BOX OR BOXES):
|_| $ in lawful money of the United States; and/or
------
|_| the cancellation of such portion of the attached Warrant as is
exercisable for a total of Warrant Shares (using a Fair Market
------
Value of $ per share for purposes of this calculation) ; and/or
------
|_| the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 1(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in
subsection 1(c).
Signature:
-----------------------
Address:
-------------------------
-------------------------
EXHIBIT II
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, hereby
--------------------------------------------
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (No. ) with respect to the number of shares of Common Stock
-----
of SENESCO TECHNOLOGIES, INC. covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
---------------- ------- -------------
Dated: Signature:
-------------------- -----------------------
Signature Guaranteed:
By:
-----------------------
The signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.