0001144204-09-066196 Sample Contracts

FORM OF SUBORDINATED INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED GENTA INCORPORATED INDENTURE Dated as of [__________], 2009 WILMINGTON TRUST FSB Trustee
Subordinated Indenture • December 23rd, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

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