0001193805-06-000686 Sample Contracts

CONFIRMATION OF PURCHASE
Confirmation of Purchase • March 10th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances)

This letter is to confirm the undersigned Investor’s agreement with the Company as follows (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Subscription Agreement):

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AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 10th, 2006 • Genta Inc De/ • Biological products, (no disgnostic substances)

Amendment No. 1, dated as of March 10, 2006 (the “Amendment”), by and among Genta Incorporated, a Delaware corporation (the “Company”), Cowen & Co., LLC (“Cowen”) and Rodman & Renshaw, LLC (“Rodman,” and together with Cowen, the “Placement Agents”), to the Placement Agent Agreement (the “Placement Agent Agreement”), by and among the Company and the Placement Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Placement Agent Agreement.

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