SENESCO TECHNOLOGIES, INC.
This Indemnification Agreement ("Agreement") is made as of October 24, 2008 by and between
Senesco Technologies, Inc., a Delaware corporation (the "Company"), and Harlan Waksal ("Indemnitee").
WHEREAS , Indemnitee is a director of the Company and performs valuable services in such capacities
for the Company;
WHEREAS , the Company and Indemnitee recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same
time as the availability and coverage of liability insurance may be limited;
WHEREAS , the Company and Indemnitee further recognize the difficulty in obtaining liability insurance
for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance
and the general reductions in the coverage of such insurance;
WHEREAS , Indemnitee does not regard the current protection available as adequate under the present
circumstances, and the Indemnitee and other directors, officers, employees, agents and fiduciaries of the
Company may not be willing to continue to serve in such capacities without additional protection; and
WHEREAS , the Company desires to attract and retain the services of highly qualified individuals, such
as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to continue to provide services
to the Company as a director, the Company wishes to provide for the indemnification and advancing of expenses
to Indemnitee to the maximum extent permitted by law.
NOW, THEREFORE , the Company and Indemnitee hereby agree as follows:
1. Indemnification .
(a) Indemnification of Expenses . The Company shall indemnify Indemnitee to the fullest
extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is
threatened to be made a pa