EXHIBIT 8
EQUITY-LINKED INVESTORS, L.P.
EQUITY-LINKED INVESTORS-II
c/o Desai Capital Management Incorporated
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 3, 1997
Xxxxx Xxxxx
Froley Revy Investment Co., Inc.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Genta Incorporated ("Genta")
----------------------------
Reference is made to that certain Note and Warrant Purchase Agreement,
dated as of January 28, 1997, by and among Genta, The Aries Fund
("Aries Fund") and The Aries Domestic Fund, L.P. ("Aries Domestic" and
together with Aries Fund, collectively, "Aries"), and related
documentation, including, but not limited to, the Senior Secured
Convertible Bridge Notes, dated January 28, 1997, made by Genta in
favor of Aries, the Class A and Class B Bridge Warrants for the
Purchase of Shares of Common Stock, dated January 28, 1997, between
Genta and Aries, that certain Security Agreement, dated as of January
28, 1997, between Genta and Paramount Capital, Inc., and that certain
Certificate of Designations of Series D Convertible Preferred Stock of
Genta, dated February 6, 1997 (collectively, the "Documents").
This letter serves to confirm our understanding that the you hereby
agree to participate, on a pro-rata basis, with Equity-Linked
Investors, L.P. and Equity-Linked Investors-II (collectively, "Equity-
Linked") and such other holders of Genta's Series A Convertible
Preferred Stock, on the terms and subject to the conditions set forth
in the letter, dated March 3, 1997, from Equity-Linked to the Board of
Directors of Genta, a copy of which is annexed hereto. Such pro-rata
participation shall be predicated upon (i) your existing investment in
Genta's Series A Convertible Preferred Stock and (ii) the amount of
other holders of Genta's Series A Convertible Preferred Stock that
agree to participate.
March 3, 1997
Page 2
If the foregoing is consistent with your understanding, please execute
this letter in the space provided below.
EQUITY-LINKED INVESTORS, L.P.
By: Xxxxx X. Xxxxx Associates,
general partner
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
EQUITY-LINKED INVESTORS-II
By: Xxxxx X. Xxxxx Associates-
II, a general partner
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
AGREED AND ACCEPTED:
/s/Xxxxxx X'Xxxxxxx
-----------------------------
Name: Xxxxxx X'Xxxxxxx
Title: Managing Director
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