0001193805-06-000550 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 7th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

[____] A. Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by Mellon Investor Services, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

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GENTA INCORPORATED Common Stock ($0.001 par value) PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 7th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
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