SECURITIES PURCHASESecurities Purchase Agreement • April 6th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT dated as of ___________, 2009 (this “Agreement”) by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the senior secured convertible promissory notes and warrants of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATEDCommon Stock Purchase Warrant • April 6th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [Insert date that is six months after Issue Date], 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to [__] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED GENERAL SECURITY AGREEMENT Dated as of __________, 2009 between THE GRANTORS REFERRED TO HEREIN as Grantors and TANG CAPITAL PARTNERS, L.P. as AgentGeneral Security Agreement • April 6th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Amended and Restated General Security Agreement dated as of ______________, 2009 (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 Agreements (as defined below)). This Agreement amends and restates in its entirety that certain General Security Agreement dated as of June 9, 2008 between Grantors and Agent for certain of the Purchasers, as heretofore amended or supplemented (the “Original Security Agreement”).
CONSENT AGREEMENTConsent Agreement • April 6th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Consent Agreement (this “Agreement”) is being entered into as of ___________, 2009 (the “Effective Date”), by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the Senior Secured Convertible Promissory Notes Due June 9, 2010 of the Company (the “2008 Notes”) whose names are set forth on Exhibit A attached hereto (each a “Holder” and collectively the “Holders”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the 2008 Notes.
