19,060,000 Shares GENTA INCORPORATED Common Stock PLACEMENT AGENCY AGREEMENTAgency Agreement • August 8th, 2005 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
Genta Incorporated, a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein and in the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Investors identified therein (each an “Investor” and, collectively, the “Investors”), to issue and sell an aggregate 19,060,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company directly to the Investors. The Company desires to engage you as its placement agent (the “Placement Agent”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • August 8th, 2005 • 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:
