UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment
No. __)
Senesco Technologies,
Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value per share
(Title of
Class of Securities)
817208408
(CUSIP
Number)
Christopher
Forbes
c/o
Forbes, Inc.
60 Fifth
Avenue
New York,
NY 10011
732-296-8400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
19, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 240.13d-7 for other parties to whom copies
are to be sent.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
(Continued
on following pages) (Page 1 of 8 Pages)
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CUSIP
No.
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817208408
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SCHEDULE
13D
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Page
2 of
8 Pages
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1
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NAME
OF REPORTING PERSON
Christopher
Forbes
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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||||||
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7
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SOLE
VOTING POWER
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|||||
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NUMBER
OF
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22,636,180
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SHARES
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8
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SHARED
VOTING POWER
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||||
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BENEFICIALLY
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||||||
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OWNED
BY
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0
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|||||
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EACH
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9
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SOLE
DISPOSITIVE POWER
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||||
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REPORTING
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||||||
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PERSON
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22,636,180
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WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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||||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,074,180
shares of common stock, 3,966,477 shares of common stock issuable pursuant
to warrants which are exercisable within 60 days of the date hereof,
438,949 shares of common stock issuable pursuant to options which are
exercisable within 60 days from the date hereof, 15,156,574** shares
issuable upon a convertible debenture which may be converted within 60
days of the date hereof. Such amount excludes 20,000 shares
underlying warrants which become exercisable more than sixty (60) days
after the date hereof.
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.8%
*
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Such
amount includes 3,074,180 shares of common stock, 3,966,477 shares of common
stock issuable pursuant to warrants which are exercisable within 60 days of the
date hereof, 438,949 shares of common stock issuable pursuant to options which
are exercisable within 60 days from the date hereof, 15,156,574** shares
issuable upon a convertible debenture which may be converted within 60 days of
the date hereof. Such amount excludes 20,000 shares underlying
warrants which become exercisable more than sixty (60) days after the date
hereof.
** Such
amount may change as the conversion used is the rate that the convertible
debentures may convert at as of February 19, 2010. However, the
conversion rate may change as the convertible debentures convert at a floating
conversion rate equal to the lower of $0.83, subject to adjustment, or 80% of
the lowest daily VWAP for the five day period immediately preceding the
conversion date.
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CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 3
of
8 Pages
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Item 1. Security and Issuer.
The
reporting person has previously filed a Schedule 13G, as amended, with the
Securities and Exchange Commission. The most recent such amendment
was filed on February 6, 2008. This filing relates to the common
stock, par value $.01 per share (the “Common Stock”), of Senesco Technologies,
Inc., a Delaware corporation (the “Issuer”). On February 19, 2010 the reporting
person consummated a Securities Purchase Agreement with Stanford Venture Capital
Holdings, Inc. wherein, as a result of such purchase, the reporting person
became the beneficial owner of an amount greater than 20% of the Common Stock of
the Issuer. Accordingly, in response to the purchase of such
securities, the reporting person is filing the Schedule 13D. The principal
executive offices of the Issuer are located at 303 George Street, Suite 420, New
Brunswick, New Jersey.
Item 2. Identity and
Background.
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(a)
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Name
of Persons Filing:
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Christopher
Forbes
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(b)
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Address
of Principal Business Office or if None, Residence:
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Forbes,
Inc.
60
Fifth Avenue
New
York, NY 10011
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(c)
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Mr. Forbes
is the Vice Chairman of Forbes, Inc., which publishes Forbes Magazine
and Forbes.com. Any correspondence regarding this filing should
be addressed c/o Christopher Forbes at the mailing address
above.
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(d)
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During
the last five years, Mr. Forbes has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, Mr. Forbes has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws was issued nor a finding of any violation with respect to
such laws was made.
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(f)
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Mr.
Forbes is a United States citizen.
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Item 3. Source and Amount of Funds or Other
Consideration.
Mr.
Forbes used his personal funds for the purchase of the Common
Stock.
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CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 4
of
8 Pages
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Item 4. Purpose of
Transaction.
Christopher
Forbes is a director of the Issuer. Mr. Forbes has, in the past, and most
recently has acquired the Common Stock of the Issuer for investment purposes
only. From time to time, Mr. Forbes evaluates transactions both with the
Issuer with third parties for the purchase of additional securities of the
Issuer for his investment purposes. As previously reported on Form 8-K
filed on November 9, 2010, Mr. Forbes is party to a purchase agreement with
Stanford International Bank, Ltd., wherein it is anticipated that Mr. Forbes
will acquire up to 1,167,255 additional shares of Common Stock upon the
consummation of certain closing conditions which have not yet been
met.
With the
exception of the foregoing, Mr. Forbes has no present plan or proposal that
relates to or would result in (i) the acquisition of additional securities or
the disposition of securities of the Issuer by any person, (ii) an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets involving the Issuer or any of its
subsidiaries, (iii) any change in the Issuer's present Board of Directors or
management, (iv) any material change in the Issuer's present capitalization or
dividend policy or any other material change in the Issuer's business or
corporate structure, (v) any change in the Issuer's charter or by-laws or other
actions that may impede the acquisition of control of the Issuer by any person,
(vi) any change that would result in any class of the Issuer's equity securities
becoming eligible for termination of its registration pursuant to the Securities
Exchange Act of 1934, as amended, or to cease to be authorized to be quoted in
NYSE Amex Exchange, or (vii) any similar action. However, the filer reserves the
right to formulate plans or proposals specified in clauses (i) through (vii)
hereof.
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(5)(a)
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Number
of Shares beneficially owned by Mr. Forbes:
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22,636,180
(43.8% of the Common Stock)
Such
amount includes 3,074,180 shares of common stock
,3,966,477 shares of common stock issuable pursuant to warrants
which are exercisable within 60 days of the date hereof, 438,949 shares of
common stock issuable pursuant to options which are exercisable within 60
days from the date hereof, 15,156,574* shares issuable upon a convertible
debenture which may be converted within 60 days of the date
hereof. Such amount excludes 20,000 shares underlying warrants
which become exercisable more than sixty (60) days after the date
hereof.
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(5)(b)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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22,636,180
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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22,636,180
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(iv)
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Shared
power to dispose or to direct the disposition of:
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0
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*Such
amount may change as the conversion used is the rate that the convertible
debentures may convert at as of February 19, 2010. However, the
conversion rate may change as the convertible debentures convert at a floating
conversion rate equal to the lower of $0.83, subject to adjustment, or 80% of
the lowest daily VWAP for the five day period immediately preceding the
conversion date.
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CUSIP
No.
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817208408
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SCHEDULE
13D
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Page 5
of
8 Pages
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5(c)
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During
the past sixty days prior to the date hereof Mr. Forbes purchased shares
of Common Stock of the Issuer.
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No.
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5(d)
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No
person other than the filing persons has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Mr.
Forbes.
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5(e)
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Not
applicable.
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Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Except
for the purchase agreement with Stanford International Bank, Ltd., the filing
person does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material
to be Filed as Exhibits.
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Exhibit
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Name
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99.1
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Securities
Purchase Agreement by and between Christopher Forbes and Stanford Venture
Capital Holdings, Inc. dated as of November 6,
2009.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct. The
undersigned hereby express our agreement that this Schedule 13D is filed on
behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange
Act.
Dated:
March 1, 2010
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By:
/s/ Christopher
Forbes
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Name:
Christopher Forbes
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations
(See
18 U.S.C. 1001)
PURCHASE
AND SALE AGREEMENT
This
Purchase and Sale Agreement (“Agreement”) is made
this 6th day of November, 2009 (the “Effective Date”), by
and between Stanford Venture Capital Holdings, Inc., a Delaware corporation
(“Seller”), and
certain insiders of Senesco Technologies, Inc., a Delaware corporation (the
“Company”),
signatory hereto (each, a “Buyer” and,
collectively, the “Buyers”) (Seller and
Buyers being sometimes hereinafter referred to, collectively, as the “Parties,” and each,
individually, as a “Party”).
WITNESSETH:
WHEREAS,
Seller owns certain of the Company’s debt and equity securities (“Securities”), which
are set forth on Schedule 1 hereto
which were issued pursuant to that certain Securities Purchase Agreement dated
August 29, 2007 by and between the Company and the Seller (the “August
SPA”);
WHEREAS,
the Court (as defined below) entered an order on February 17, 2009, appointing
Ralph S. Janvey as Receiver (the “Receiver”) for the
assets of Stanford International Bank, Ltd., Stanford Group Company, Stanford
Capital Management, LLC, R. Allen Stanford, James M. Davis and Laura
Pendergest-Holt and the entities they own or control, including Seller;
and
WHEREAS,
Seller desires to sell and convey to Buyers, and Buyers desire to accept and
purchase from Seller, for the Purchase Price (as defined below), all of Seller’s
right, title and interest in the Securities upon the terms and conditions
hereinafter set forth in this Agreement;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, Seller and each Buyer hereby agrees as
follows:
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1.
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DEFINED
TERMS: Capitalized
terms and expressions used in this Agreement shall have the meanings set
forth in the Recitals above or as
follows:
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A.
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Affiliates: means
with respect to any specified Person, a Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by
or is under common control with the Person specified. For
purposes of this definition, “control” (including the correlative terms
“controlled by” and “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of a
voting equity interest, by contract or
otherwise.
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B.
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Assignment of
Ownership Interest: means an instrument assigning the
Securities from Seller to Buyers in the form attached hereto as Exhibit
A.
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C.
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Closing: means
the closing of the transactions set forth in this Agreement, including the
performance by Seller and Buyers of their respective obligations set forth
herein.
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D.
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Closing
Date: means the date five (5) business days following
approval of this Agreement by the Court as herein
provided.
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E.
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Court: means
the United States District Court for the Northern District of Texas,
Dallas Division, which is the court with exclusive jurisdiction in Case
No. 3-09CV0298-L (the “Case
Number”).
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F.
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Person: means
any individual, firm, corporation, partnership, limited liability company,
joint venture, association, trust, unincorporated organization, government
or agency or subdivision thereof or any other
entity.
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G.
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Purchase
Price: means Eight Hundred and Ninety Thousand and
No/100 Dollars ($890,000.00) in immediately available
funds.
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2.
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SALE AND CONVEYANCE OF
SECURITIES:
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A.
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Subject
to the terms and conditions of this Agreement, and for the Purchase Price
contemplated herein, Seller hereby agrees to sell and convey the
Securities to Buyers, and Buyers hereby agree to purchase and accept the
Securities from Seller (which, for purposes of clarity, includes all debt
and equity securities of the Company which were acquired by the Seller
pursuant to the August SPA and any interest accrued thereon which is now
payable or to be paid). Each of the Buyers hereto agrees to
purchase their pro rata portion as set forth on Schedule 2 attached
hereto, except for Christopher Forbes who agrees to be jointly and
severally liable for the Purchase
Price.
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B.
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In
addition to the Securities, each Party hereby agrees to deliver at or
prior to Closing all documents required by this Agreement and perform any
other acts as may be reasonably required by the other party to
successfully effect the transactions contemplated in this
Agreement.
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3.
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BUYERS’
CONDITIONS TO CLOSING: In addition
to all other conditions set forth herein, the obligation of Buyers to
consummate the transactions contemplated hereunder is subject to the
following conditions (each, a “Buyers’ Closing
Condition”), all of which may be waived by Buyers in their sole
discretion. In the event any Buyers’ Closing Condition remains
unfulfilled at Closing, Buyers may terminate this Agreement or waive such
condition and proceed with Closing as provided for in this
Agreement:
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A.
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The
representations and warranties of Seller set forth herein are true and
correct as of the date hereof and as of the Closing
Date.
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B.
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Seller
shall have delivered to Buyer approval by the Court of this Agreement, and
authorization of Seller by the Court to convey the Securities to Buyers in
accordance with the terms hereof and that, upon transfer to the Buyers,
the Buyers will receive valid title to the Securities, free and clear of
all liens. In connection therewith, Seller hereby covenants and
agrees that as soon as reasonably possible after the execution of this
Agreement by each Buyer (and in no event more than five (5) business days
thereafter), Seller shall apply to the Court for approval of the
transaction contemplated hereby and use all reasonable efforts to obtain
such approval as soon as reasonably
possible.
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C.
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Seller
shall have delivered all third party approvals, consents and/or waivers as
may be required under the contracts of
Seller.
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D.
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Seller
shall have delivered the Assignment of Ownership Interest, fully executed
by Seller.
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4.
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SELLER’S
CONDITIONS TO CLOSING: In addition
to all other conditions set forth herein, the obligation of Seller to
consummate the transactions contemplated hereunder is subject to the
following conditions (each, a “Seller Closing
Condition”), all of which may be waived by Seller in its sole
discretion. In the event any Seller Closing Condition remains
unfulfilled at Closing, Seller may terminate this Agreement or waive such
condition and proceed with Closing as provided for in this
Agreement:
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-2-
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A.
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The
representations and warranties of each Buyer set forth herein are true and
correct as of the date hereof and as of the Closing
Date.
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B.
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Buyers
shall have delivered to Seller evidence reasonably satisfactory to Seller
of all consents and authorizations necessary to authorize each Buyer to
consummate the transactions contemplated by this
Agreement.
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C.
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Seller
shall have received approval by the Court of this Agreement and
authorization of Seller by the Court to convey the Securities to Buyers in
accordance with the terms hereof.
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D.
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Buyers
shall have delivered the Assignment of Ownership Interest, fully executed
by each Buyer.
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5.
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CLOSING:
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A.
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The
Closing shall be on or before the Closing Date, and shall occur in the
offices of Baker Botts L.L.P., 910 Louisiana St., Houston, Texas 77002,
unless otherwise agreed to by the
Parties.
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B.
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At
Closing, Buyers and Seller shall perform the obligations set forth in,
respectively, subparagraphs (i) and (ii) below, the performance of which
obligations shall be concurrent
conditions:
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(i)
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Buyers
shall deliver, or cause to be delivered, to
Seller:
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(a)
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the
Assignment of Ownership Interest, fully executed by each
Buyer;
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(b)
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the
Purchase Price in the form of immediately available funds by wire transfer
to an account or accounts specified by Receiver;
and
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(c)
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any
other documents reasonably requested by Seller to evidence each Buyer’s
authority to enter into and comply with all of the terms and conditions
contained in this Agreement.
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(ii)
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Seller
shall deliver, or cause to be delivered, to
Buyers:
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(a)
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the
Assignment of Ownership Interest, fully executed by Seller;
and
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(b)
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any
other documents reasonably requested by Buyers to evidence Seller’s
authority to enter into and comply with all of the terms and conditions
contained in this Agreement.
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C.
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Each
Party shall bear its own expenses with respect to the performance of its
obligations under this Agreement and providing all of the documents
required under this Agreement in connection with
Closing.
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D.
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In
the event the Parties hereto are unable to obtain the approval of the
Court or are otherwise unable to legally consummate the transactions
contemplated under this Agreement by January 15, 2010, (the “Termination
Date”) then the obligations of the Parties to each other pursuant
to this Agreement shall terminate, unless such time period is extended by
mutual agreement of the parties.
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-3-
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6.
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SELLER’S
REPRESENTATIONS: Seller
makes the following representations and warranties, which shall be true as
of the Effective Date and at Closing and which shall survive
Closing:
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A.
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Authorization of
Agreement and Enforceability: Seller has the authority
to enter into this Agreement and, subject to Court approval, this
Agreement is a valid and legally binding obligation of Seller enforceable
against it in accordance with its terms and, subject to Court approval,
each document and instrument of transfer contemplated by this Agreement,
when executed and delivered by Seller in accordance with the provisions
hereof, shall be valid and legally binding upon Seller in accordance with
its terms.
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B.
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Ownership of the
Securities: Seller is the sole and exclusive registered
and beneficial owner of the Securities and, to the Receiver’s knowledge,
Seller has good, valid and marketable title thereto, free and clear of any
liens, charges, pledges or other encumbrances. Upon delivery of
the Purchase Price, as provided for in this Agreement, Buyers will
receive, subject to Section 6(d), good, valid and marketable title to the
Securities, free and clear of any liens, charges, pledges or other
encumbrances. The Securities constitute all of Seller’s
interests in the Company and, on the Closing Date, Seller shall cease to
have any interest in the Company, whether direct or indirect, actual or
contingent.
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C.
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No Conflicts; Consents
and Approvals: Seller, to the Receiver’s knowledge, has
not granted to any Person any current rights in the Securities that will
survive the Closing or any rights to acquire all or any part of the
Securities that remain in effect, and, to the Receiver’s knowledge, there
is no outstanding agreement by Seller to sell all or any part of the
Securities to any other Person. To the Receiver’s knowledge, no
consent, approval, waiver, authorization or other order of or filing with
any person is required on the part of Seller in connection with Seller’s
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby, except for consent from the Court, which
will be delivered to Buyers prior to
Closing.
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D.
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Litigation: Seller
has no knowledge of and has not received any written notice of any pending
or threatened litigation, proceeding or investigation by any Person
against it with respect to or against the Securities, or with respect to
or against the Company, except for those matters within the jurisdiction
of the Court and consolidated under the Case
Number.
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E.
|
Access to
Information: Seller has had access to all reports
required to be filed by the Company (the “SEC Reports”)
under the 1934 Act as well as other material information concerning the
Company which is known to the Buyers. The Seller represents
that it has had the opportunity to ask questions of, and receive answers
from, the Company and the Buyers regarding the foregoing documents and
information.
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7.
|
BUYERS’
REPRESENTATIONS: Each Buyer
makes the following representations and warranties. Such
representations and warranties shall be true as of the Effective Date and
at Closing and which shall survive
Closing:
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|
A.
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Organization;
Authority: Each Buyer has the legal authority to enter
into and to consummate the transactions contemplated by this
Agreement.
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B.
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Authorization of
Agreement: The execution, delivery and performance of
this Agreement have been duly and validly authorized within each Buyer’s
organization. This Agreement is a valid and legally binding
obligation of each Buyer enforceable against it in accordance with its
terms and each document and instrument of transfer contemplated by this
Agreement, when executed and delivered by each Buyer in accordance with
the provisions hereof, shall be valid and legally binding upon such Buyer
in accordance with its terms.
|
-4-
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C.
|
Purchase for
Investment: Each Buyer is acquiring the Securities for its own
account, for investment purposes and not with a view to any distribution
or resale thereof, except in compliance with the Securities Act of 1933,
as amended, and applicable state securities
laws.
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8.
|
REMEDIES: In the
event of a default by any Buyer hereunder, which default remains uncured
for a period of ten (10) business days after written notice thereof is
received by such Buyer, Seller shall be entitled to all remedies available
to Seller at law or in equity, including without limitation, the right to
maintain an action for monetary damages or for specific performance of the
terms of this Agreement. In the event of a default by Seller
hereunder, which default remains uncured for a period of ten (10) business
days after written notice thereof is received by Seller, Buyers shall be
entitled to all remedies available to Buyers at law or in equity,
including without limitation, the right to maintain an action for monetary
damages or for specific performance of the terms of this
Agreement.
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9.
|
ASSIGNMENT: Each Buyer
shall have the right to assign its rights and obligations under this
Agreement to an entity in which such Buyer or its Affiliates have an
ongoing controlling interest. Seller shall not assign any
interest in this Agreement to any other party without the prior written
consent of each Buyer.
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10.
|
BROKERS: Except as
set forth on Schedule 3,
each Party represents to the other Party that (i) there are no
finders’ fees or brokers’ fees that have been or will be incurred in
connection with this Agreement or the transfer of the Securities, and
(ii) such Party has not authorized any broker or finder to act on
such Party’s behalf in connection with the sale and purchase
hereunder. Each Party hereto agrees to indemnify, defend, and
hold harmless the other Party from and against any and all claims, losses,
damages, costs or expenses of any kind or character arising out of or
resulting from any agreement, arrangement or understanding alleged to have
been made by such Party with any broker or finder in connection with this
Agreement or the transaction contemplated hereby. This
obligation shall survive the Closing or earlier termination of this
Agreement.
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11.
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FURTHER
ASSURANCES: Each Party
shall from time to time, before and after Closing, at the other Party’s
request, execute and deliver such further instruments of conveyance,
assignment and transfer and shall take such further action as either Party
may reasonably require for the conveyance and transfer of the Securities
and to consummate the transactions contemplated by this
Agreement.
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12.
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NOTICES: All notices
and other communications from one Party to the other pertaining to this
Agreement shall be given in written form and shall be served either (i) by
personal delivery, or (ii) by depositing the same with the United States
Postal Service addressed to the Party to be notified, postage prepaid and
in registered or certified form, with return receipt requested, or (iii)
by deposit with FedEx or other recognized courier for overnight delivery,
or (iv) by email or facsimile, and in any event addressed as set forth
below. Notice given as aforesaid shall be deemed delivered on
the date actually received at the address to which such notice was sent,
or if delivery is refused or not accepted, such notice shall be deemed
delivered on the date of such refusal or failure to accept
delivery. For purposes of notice, the addresses of the Parties
shall be as follows:
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-5-
If to
Seller or the Receiver:
Ralph S.
Janvey
Receiver
for the Stanford Financial Group
2100 Ross
Avenue, Suite 2600
Dallas,
TX 75201
Email:
info@stanfordfinancialreceivership.com
Phone:
214-397-1912
Fax:
214-220-0230
With copy
to:
Baker
Botts L.L.P.
2001 Ross
Avenue
Dallas,
TX 75201
Attn:
Craig N. Adams
Email: Craig.Adams@BakerBotts.com
Phone: 214-953-6819
Fax: 214-661-4819
If to
Buyers:
Senesco
Technologies, Inc.
303
George Street, Suite 420
New
Brunswick, NJ 08901
Attn: Board
of Directors
Phone: 732-296-8400
Fax: 732-296-9292
With copy
to:
Morgan,
Lewis & Bockius LLP
502
Carnegie Center
Princeton,
NJ 08540
Attn: Emilio
Ragosa, Esq.
Email:
eragosa@morganlewis.com
Phone: (609)
919-6633
Fax: (609)
919-6701
Either
Party may change its address to another location in the continental United
States upon five (5) days’ prior written notice thereof to the other party;
provided, however, a notice of change of address shall not become effective
unless actual receipt thereof by the Party to be notified.
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13.
|
PUBLICITY:
Neither Party shall make any public statement, press release or other
announcement concerning the matters covered by this Agreement without the
approval of the other Party hereto and the Court, as deemed necessary by
Seller; provided that Buyers may
make such press releases or other public statements it believes are
required under applicable securities laws and regulations and the rules of
any stock exchange or market on which its securities are traded provided
that Buyers provide Seller with an opportunity to review and comment on
such press releases or other public statements in
advance.
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-6-
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14.
|
EXCLUSIVE
DEALING:
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A.
|
For
a period commencing on the date hereof and ending upon the sooner of
either (i) the completion of all the transactions contemplated by this
Agreement or (ii) the Termination Date, Seller agrees that it will not,
and it will cause it and its affiliates and their respective directors,
officers, affiliates, employees and other agents and representatives
(including, without limitation, any investment banking, legal or
accounting firm retained by it or any of them and any individual member or
employee of the foregoing) (each, a "Representative")
not to, unless otherwise ordered by the Court, (i) initiate, solicit or
seek, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer with respect to a liquidation, or
similar transaction involving, or any purchase of all or any substantial
portion of, the Securities (any such proposal or offer being hereinafter
referred to as a "Proposal"), or
(ii) engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any person relating
to a Proposal, (iii) otherwise cooperate in any effort or attempt to make,
implement or accept a Proposal, or (iv) enter into or consummate any
agreement or understanding with any person relating to a
Proposal.
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B.
|
Seller
has terminated, and its affiliates and its and their respective
Representatives have also ceased and terminated, any existing activities,
including discussions or negotiations with any parties conducted
heretofore with respect to any
Proposal.
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C.
|
Seller
shall notify Buyers immediately if any inquiries, proposals or offers
related to a Proposal are received by, any confidential information or
data is requested from, or any negotiations or discussions related to a
Proposal are sought to be initiated or continued with, Seller, its
affiliates or any of their respective
Representatives.
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D.
|
Seller
represents and warrants that Buyers will not incur any liability by virtue
of the execution of this Agreement or the completion of the transactions
contemplated by this Agreement to any third party with whom Seller or its
affiliates have had discussions concerning a sale of the
Securities.
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15.
|
MISCELLANEOUS:
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|
A.
|
This
Agreement shall be construed in accordance with the laws of the State of
Texas notwithstanding any contrary “choice of laws” provisions of that or
any other State. Each Party hereto agrees that it shall bring any action
or proceeding in respect of any claim arising out of or related to this
Agreement, whether in tort or contract or at law or in equity, exclusively
in the Court.
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B.
|
This
Agreement may be executed in multiple counterparts, including emailed or
faxed counterparts, each of which shall be deemed to be an original, but
all of which, taken together, shall constitute one and the same
agreement.
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C.
|
If
the final day of any period of time set out in any provision of this
Agreement falls upon a Saturday or Sunday or a legal holiday under the
laws of the State of Texas, then, and in such event, the time of such
period shall be extended to the next business day that is not a Saturday,
Sunday or legal holiday. The term “business day” shall mean a
day that is not a Saturday, Sunday or national bank holiday in Houston,
Texas.
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D.
|
Time
is of the essence in the performance of this
Agreement.
|
-7-
|
E.
|
Subject
to any limitations on an assignment by Buyers or Seller set forth in this
Agreement, this Agreement shall bind and benefit the Parties and their
respective representatives, successors and
assigns.
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F.
|
This
Agreement may not be amended except in writing, executed by the Party
against whom enforcement of any waiver, change, or discharge is
sought.
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G.
|
This
Agreement and its Schedules and Exhibits contain all of the
representations by each Party to the other and expresses the entire
understanding between the Parties with respect to the transactions
contemplated in this Agreement. All prior communications
concerning the sale of the Securities are replaced by this
Agreement.
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[End
of text.]
-8-
IN WITNESS WHEREOF, the signatories
hereto have executed this Agreement as of the Effective Date.
BUYERS:
By: /s/ Christopher
Forbes
Christopher Forbes
By: /s/ Rudolf
Stalder
Rudolf Stalder
By: /s/ Harlan W. Waksal,
M.D.
Harlan W. Waksal, M.D.
By: /s/ David
Rector
David Rector
By: /s/ John N.
Braca
John N. Braca
By: /s/ Jack Van
Hulst
Jack Van Hulst
By: /s/ Warren
Isabelle
Warren Isabelle
THOMAS C.
QUICK CHARITABLE FOUNDATION
By: /s/ Thomas C.
Quick
Name: Thomas
C. Quick
SELLER:
STANFORD
VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation
By: /s/ Ralph S.
Janvey
Name: Ralph S. Janvey
Title: Receiver