REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New Jersey
SECURITIES PURCHASE AGREEMENT Dated as of July [___], 2009 by and among GENTA INCORPORATED and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • July 8th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT dated as of July [___], 2009 (this “Agreement”) by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the unsecured subordinated convertible promissory note and shares of common stock 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 • July 8th, 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], 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the two (2) 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).
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • July 8th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Consent and Amendment Agreement (this “Agreement”) shall be effective as of the Effective Date (as defined below), by and among Genta Incorporated, a Delaware corporation (the “Company”), and the undersigned parties 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 April 2009 Consent Agreement.
