EQUITY-LINKED INVESTORS, L.P. EQUITY-LINKED INVESTORS-II c/o Desai Capital Management Incorporated 540 Madison Avenue New York, New York 10022Desai Capital Management Inc / • March 20th, 1997
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").
