0001437749-10-003766 Sample Contracts

AMENDMENT AND ACKNOWLEDGMENT AGREEMENT
Amendment and Acknowledgment Agreement • November 8th, 2010 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This Amendment And Acknowledgment Agreement (this “Agreement”), dated as of November 5, 2010, and 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”), each of whom are parties to that certain Securities Purchase Agreement, dated March 5, 2010 (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

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