GENTA INCORPORATED PURCHASE AGREEMENT AND NOTE AMENDMENTGenta Incorporated • March 12th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Purchase Agreement and Note Amendment (the “Amendment”) is made and entered into as of February ___, 2009 by and among Genta Incorporated, a Delaware corporation (the “Company”), and the Purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (each, a “Purchaser” and collectively, the “Purchasers”). This Amendment amends that certain Securities Purchase Agreement, dated as of June 5, 2008, by and among the Company and the purchasers named therein (the “Purchase Agreement”), and each of the Senior Secured Convertible Promissory Notes due June 9, 2010 (the “Notes”) issued pursuant to the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
GENTA INCORPORATED and U.S. BANK NATIONAL ASSOCIATION as TrusteeGenta Incorporated • August 14th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
Indenture dated as of [ ], 2009 between Genta Incorporated, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
GENTA INCORPORATED NOTE AMENDMENTGenta Incorporated • March 12th, 2009 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This Note Amendment (the “Amendment”) is made and entered into as of March 9, 2009 by and among Genta Incorporated, a Delaware corporation (the “Company”), and the Purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (each, a “Purchaser” and collectively, the “Purchasers”). This Amendment amends each of the Senior Secured Convertible Promissory Notes due June 9, 2010 (the “Notes”) issued pursuant to that certain Securities Purchase Agreement, dated as of June 5, 2008, by and among the Company and the purchasers named therein (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
