0001437749-12-006135 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • June 15th, 2012 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This AMENDMENT AGREEMENT (this “Agreement”), dated as of June 14, 2012, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”).

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FIRST AMENDMENT AGREEMENT
First Amendment Agreement • June 15th, 2012 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This FIRST AMENDMENT AGREEMENT (this “Agreement”), dated as of June 14, 2012, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “June Purchaser” and collectively the “June Purchasers”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

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