REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of
[ ] 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").
WHEREAS, it is a condition precedent to the obligations of each Purchaser under that certain Securities
Purchase Agreement made by and among the Purchasers and the Company, dated as of the date hereof (the
"Securities Purchase Agreement"), that the Company grant registration rights for the shares of common stock of
the Company, $0.01 par value per share (the "Common Stock"), in connection with resales by the Purchasers of
the Common Stock; and
WHEREAS, the Company and the Purchasers now desire to enter into this Agreement in order to facilitate such
The parties hereto agree as follows:
1.1 Definitions. The following terms, as used herein, have the following meanings.
"Board" means the Board of Directors of the Company.
"Business Day" means any day except a Saturday, Sunday or other day on which banks in New Jersey are
authorized by law to close.
"Common Stock" has the meaning given to it in the recitals to this Agreement.
"Closing Date" shall mean the Closing Date as defined in the Securities Purchase Agreement.
"Commission" means the Securities and Exchange Commission.
"Company" means Senesco Technologies, Inc., a Delaware corporation.
"Effective Time" means the date of effectiveness of any Registration Statement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fahnestock Registration Rights Agreements" means those certain registration rights agreements executed by the
Company and certain investors in which Fahnestock & Co., Inc. acted as the placement agent.
"Holder" has the meaning given to it in Section 2.1(b) hereof.
"NASD" means the National Association of Securities Dealers, Inc