AMENDED AND RESTATED AMENDMENT AGREEMENT
The undersigned, intending legally to be bound, hereby agree that the
Amendment Agreement between the undersigned, dated May 20, 1997, as previously
amended, and all the exhibits thereto, shall be amended and restated to read in
their entirety as follows and otherwise agree as follows:
1. The Certificate of Designations for the Series D Convertible
Preferred Stock of Genta Incorporated (the "Company") shall be amended,
effective as of May 20, 1997, to read as set forth in Exhibit A hereto.
2. The Senior Secured Convertible Bridge Notes issued on February 13,
1997 shall be amended, effective as of the date hereof, to read as set forth in
Exhibits B-1 and B-2 hereto.
3. The Company's Class A and Class B Bridge Warrants for the Purchase
of Shares of Common Stock (numbers XX-0, XX-0, XX-0 and CB-2) (the "Old Bridge
Warrants") shall be exchanged, effective as of the date hereof, for New Warrants
(the "New Bridge Warrants") which, notwithstanding the provisions of Section 9
of the Bridge Warrants, shall read in their entirety as set forth in Exhibits
XX-0, XX-0, XX-0 and CB-2 hereto, and the Old Bridge Warrants shall be
cancelled.
4. If Aries Domestic Fund, L.P. and The Aries Trust (collectively, the
"Aries Funds") purchase securities in the Company's private placement commenced
on May 20, 1997, then the Aries Funds will not vote or dispose of such
securities or convert any such securities into, or exercise any such securities
for, any shares of Common Stock of the Company, for a period of 90 days from the
date of such purchase.
5. Except as amended hereby and except for the exchange of the New
Bridge Warrants for Old Bridge Warrants, the instruments and securities referred
to herein shall continue in full force and effect.
6. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Amendment Agreement as of June 23, 1997.
GENTA INCORPORATED
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By:
THE ARIES FUND, A CAYMAN ISLAND TRUST
By: its Investment Manager, PARAMOUNT
CAPITAL ASSET MANAGEMENT, INC.
By:
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Name: Xxxxxxx X. Xxxxxxxxx, M.D.
Title: President
THE ARIES DOMESTIC FUND, L.P.
By: its General Partner, PARAMOUNT
CAPITAL ASSET MANAGEMENT, INC.
By:
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Name: Xxxxxxx X. Xxxxxxxxx, M.D.
Title: President
