Exhibit 10.1
AMENDMENT NO. 1
TO
FINANCIAL ADVISORY
AGREEMENT
This amendment (“ Amendment
”) is made as of February 14, 2008 by and between
STANFORD GROUP COMPANY (“ Stanford Group
”) and SENESCO TECHNOLOGIES, INC. (the “
Company ”). Capitalized terms used without
definition herein shall have the meaning ascribed to such terms in
the Financial Advisory Agreement (as defined below).
WHEREAS, Stanford Group and the Company are
parties to that certain Financial Advisory Agreement, dated as of
October 11, 2006 (the “ Financial Advisory
Agreement ”); and
WHEREAS, the parties hereto desire to amend the
Financial Advisory Agreement as provided herein; and
NOW, THEREFORE, in consideration of the
premises and the mutual convenants and agreements hereinafter
contained, the parties to this Amendment hereby agree as
follows:
1.
Except as set forth
herein, the terms and provisions of the Financial Advisory
Agreement shall continue unmodified and in full force and
effect.
2.
The introductory paragraph
shall be deleted and replaced with the following:
This letter agreement (the
“Agreement”) is to confirm our understanding that
Stanford Group Company (“Stanford Group”) is engaged by
Senesco Technologies, Inc., its successors, subsidiaries and
affiliates (collectively, the “Company”) on a
non-exclusive basis with respect to financial advisory, corporate
finance, strategic financing and strategic alliance matters.
Unless renewed by the parties, the term of this Agreement shall
expire on June 30, 2012. This Agreement may be terminated
(i) by either party, without cause, upon sixty (60)
days’ written notice of termination to the other party; or
(ii) by either party, if the other party breaches any of its
obligations under this Agreement and fails to remedy such breach
within ten (10) days after written notice of such breach is
provided to the other party. Upon the execution of this
letter by the Company,
Stanford Group shall devote a commercially reasonable amount of
business, time and attention to matters on which the Company shall
request its services.
3.
Section A shall be
deleted and replaced in its entirety by the following:
Financial Advisory
Services
During the term of this agreement, Stanford
Group shall provide the Company with such regular and customary
financial advisory services as are reasonably requested by the
Company, provided that
Stanford Group shall not be required to undertake duties not
reasonably within the scope of the financial advisory services in
which it is generally engaged. In performance of its duties,
Stanford Group shall provide the Company with the benefit of its
judgment. It is understood and acknowledged by the parties that the value of Stanford
Group’s advice is not measurable in a quantitative manner
and Stanford Group shall
use its best efforts to render advice, upon the request of
the Company, in good
faith, as shall be determined by Stanford Group, Stanford Group
shall use its best efforts to:
(a)
assist the Company in identifying its financing needs; help formulate a financing structure
with respect to what is usual and standard practice in financings
for organizations in similar circumstances;
