SECURITIES PURCHASE AGREEMENT Dated as of March 5, 2010 by and among GENTA INCORPORATED and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • March 10th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT dated as of March 5, 2010 (this “Agreement”) by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the senior secured convertible promissory notes, senior unsecured convertible promissory notes and warrants to purchase senior unsecured convertible promissory notes 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 • March 10th, 2010 • 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 the Issue Date and on or prior to the close of business on the three (3) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to [___________] shares of the Company’s Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
GENTA INCORPORATED FORM SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE PURCHASE WARRANTWarrant Agreement • March 10th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances)
THIS SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE PURCHASE 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 the Issue Date and on or prior to the close of business on the Expiration Date (as defined in the Purchase Agreement (as defined below)) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to $[ _____________ ] in principal amount (the “Exercise Price”) of Senior Unsecured Convertible Promissory Notes in substantially the form attached hereto as Exhibit A (the “Note”). This warrant (this “Warrant”) is one of a series of warrants of like tenor (the “Warrants”) issuable by the Company under that certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of March __, 2010 (the “Purchase
NOTE CONVERSION AND AMENDMENT AGREEMENTNote Conversion and Amendment Agreement • March 10th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This NOTE CONVERSION AND AMENDMENT AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below), is made 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”).
SECURITY AGREEMENTSecurity Agreement • March 10th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Security Agreement dated as of March [ ], 2010 (the “Agreement”) between Genta Incorporated, a Delaware corporation (the “Grantor”) 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). Terms used herein and not otherwise defined herein are used in this Agreement as defined in the Securities Purchase Agreement and the Notes. Further, unless otherwise defined in this Agreement or in the Securities Purchase Agreement, terms defined in the UCC (as defined below) are used in this Agreement as such terms are defined in the UCC.
