0000950136-08-003035 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 10th, 2008 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This SECURITIES PURCHASE AGREEMENT dated as of June 5, 2008 (this “Agreement”) by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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GENERAL SECURITY AGREEMENT Dated as of June 9, 2008 between THE GRANTORS REFERRED TO HEREIN as Grantors and TANG CAPITAL PARTNERS, L.P. as Agent
General Security Agreement • June 10th, 2008 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

THIS GENERAL SECURITY AGREEMENT dated as of June 9, 2008 (the “Agreement”) between GENTA INCORPORATED, a Delaware corporation (the “Company”), the other Persons listed on the signature pages hereof as Grantors and the Additional Grantors (as defined in Section 18) (the Company, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”) and TANG CAPITAL PARTNERS, L.P., as agent (together with any successor agent, the “Agent”) for the Purchasers (as defined in the Securities Purchase Agreement).

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