0001144204-10-021143 Sample Contracts

AMENDED AND RESTATED NOTE CONVERSION AND AMENDMENT AGREEMENT
Note Conversion and Amendment Agreement • April 20th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This AMENDED AND RESTATED 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”).

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