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
-------------------------------------------------------------------
Warrant No. Number of Shares:
----- ---------
(subject to adjustment)
Date of Issuance: , 2004
------------
Original Issue Date (as defined in subsection
2(a)): , 2004
-------------
SENESCO TECHNOLOGIES, INC.
--------------------------
Common Stock Purchase Warrant
-----------------------------
(Void after __________, 2009)
SENESCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"),
pursuant to that certain Securities Purchase Agreement (the "Purchase
Agreement"), dated as of the date hereof, by and among the Company and the
Purchasers (as defined in the Purchase Agreement), for value received, hereby
certifies that (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 the date of issuance and
on or before 5:00 p.m. (Eastern time) on , 2009, shares of
------------- ------
Common Stock, $0.01 par value per share, of the Company ("Common Stock"), at an
exercise price of $3.79 per share. The shares purchasable upon exercise of this
Warrant, and the exercise 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 "Exercise Price," respectively.
1. Exercise.
--------
(a) Vesting. The Warrant Shares shall be immediately exercisable.
-------
(b) Method of Exercise. The Registered Holder may, at its option,
------------------
elect to exercise this Warrant, 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 Exercise Price payable in respect of the number of Warrant
Shares purchased upon such exercise.
(c) 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) 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(d) below shall be deemed to have
become the holder or holders of record of the Warrant Shares represented by such
certificates.
(d) 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 3 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.
2. 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
Exercise 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 Exercise 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 Exercise
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 Exercise
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;
-2-
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 Exercise Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Exercise 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 Exercise Price pursuant to subsections 2(a) or 2(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 Exercise Price in effect immediately prior to
such adjustment, by (ii) the Exercise 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 2(a), 2(b) or 2(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 2 (including
provisions with respect to changes in and other adjustments of the Exercise
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 Exercise Price pursuant to this Section 2, 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
-3-
the Exercise 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 Exercise
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.
3. 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.
4. 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.
5. Transfers, etc.
---------------
(a) This Warrant may not be transferred in any manner other than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of the Registered Holder only by the Registered Holder. The terms of
this Warrant shall be binding upon the executors, administrators, heirs,
successor and assigns of the Registered Holder.
-4-
(b) 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. 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 5, or (ii) a transfer made in accordance with Rule 144 under the
Act.
(c) 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.
(d) 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.
6. 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
(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
-5-
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.
7. 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.
8. Replacement Warrant. 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.
9. 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.
10. 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.
-6-
11. 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.
12. Amendment or Waiver. This Warrant is one of a series of Warrants
---------------------
issued by the Company, of like tenor, except as to the number of shares of
Common Stock subject thereto (collectively, the "Company Warrants"). Any term of
this Warrant may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) with the written consent of
the Company and the holders of Company Warrants representing at least 50% of the
number of shares of Common Stock then subject to outstanding Company Warrants,
and any such amendment or waiver shall apply to any and all Company Warrants,
even though a particular Registered Holder did not consent. Notwithstanding the
foregoing, (a) this Warrant may be amended and the observance of any term
hereunder may be waived without the written consent of the Registered Holder
only in a manner which applies to all Company Warrants in the same fashion and
(b) the number of Warrant Shares subject to this Warrant and the Exercise Price
of this Warrant may not be amended, and the right to exercise this Warrant may
not be waived, without the written consent of the Registered Holder (it being
agreed that an amendment to or waiver under any of the provisions of Section 2
of this Warrant shall not be considered an amendment of the number of Warrant
Shares or the Exercise Price). The Company shall give prompt written notice to
the Registered Holder of any amendment hereof or waiver hereunder that was
effected without the Registered ▇▇▇▇▇▇'s written consent. 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.
13. 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.
14. Governing Law. This Warrant shall be governed by and construed in
--------------
accordance with the laws of the State of Delaware applicable in the case of
agreements made and to be performed entirely within such State, without regard
to principles of conflicts of law, and the parties hereto hereby submit to the
exclusive jurisdiction of the state and federal courts located in the State of
New Jersey.
15. Facsimile Signatures. This Warrant may be executed by facsimile
---------------------
signature.
-7-
EXECUTED as of the Date of Issuance indicated above.
SENESCO TECHNOLOGIES, INC.
By:
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
-8-
EXHIBIT I
PURCHASE FORM
-------------
To: Dated:
----------------------- -----------------
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ), hereby elects to purchase shares of the Common
---- --------------
Stock of SENESCO TECHNOLOGIES, INC. covered by such Warrant.
The undersigned herewith makes payment of the full exercise price for such
shares at the price per share provided for in such Warrant in lawful money of
the United States in the amount of $ .
---------
[If an entity]
Entity Name:
---------------------------------
By:
------------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Address:
----------------------------------
------------------------------------------
Telecopy:
---------------------------------
[If an individual]
------------------------------------------
Name:
-------------------------------------
Address:
----------------------------------
------------------------------------------
Telecopy:
---------------------------------
SCHEDULE OF WARRANT HOLDERS
Number of Shares of Common
--------------------------
Name of Warrant Holder Stock Underlying Warrant
---------------------- ------------------------
Seneca Capital International Ltd. 98,945
▇▇▇▇ & Co FBO Raytheon Master Pension 52,500
Seneca Capital L.P. 48,734
Brown Brothers ▇▇▇▇▇▇▇▇ & Co. - New York Vault FBO
Heartland Value Fund 35,000
Wm. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 22,152
St. Alban's Global Management 18,460
McLennan Holdco Inc. 18,460
Jack May 18,460
Spectra Capital Management, LLC 18,460
▇▇▇▇▇▇▇ ▇▇▇▇ 14,768
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11,076