SECURITIES PURCHASE AGREEMENT Dated as of September 2, 2011 by and among GENTA INCORPORATED and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • September 6th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of September 2, 2011 (the “Effective Date”) by and among Genta Incorporated, a Delaware corporation (the “Company”), and each of the purchasers of the senior secured convertible promissory notes, senior secured cash collateralized convertible promissory notes and warrants to purchase senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
GENERAL SECURITY AGREEMENT Dated as of September 2, 2011 between THE GRANTORS REFERRED TO HEREIN as Grantors and TANG CAPITAL PARTNERS, L.P. as AgentGeneral Security Agreement • September 6th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This General Security Agreement dated as of September 2, 2011 (the “Agreement”) between Genta Incorporated, a Delaware corporation (the “Company”), the other Persons listed on the signature pages hereof as Grantors and the Additional Grantors (as defined in Section 18) (the Company, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”) and Tang Capital Partners, L.P., as agent (together with any successor agent, the “Agent”) for the Purchasers (as defined in the Securities Purchase Agreement (as defined below)).
FORM OF COMMON STOCK PURCHASE WARRANT GENTA INCORPORATEDGenta Inc De/ • September 6th, 2011 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on September 9, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to [___________]1 shares of the Company’s Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
July 25, 2011Genta Inc De/ • September 6th, 2011 • Biological products, (no disgnostic substances) • New York
NOTE CONVERSION AND AMENDMENT AGREEMENTNote Conversion and Amendment Agreement • September 6th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This NOTE CONVERSION AND AMENDMENT AGREEMENT (this “Agreement”), as of September 2, 2011 (the “Amendment Date”), 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”).
GENTA INCORPORATED FORM SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE WARRANTGenta Inc De/ • September 6th, 2011 • Biological products, (no disgnostic substances)
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE WARRANT certifies that, for value received, [______________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the day that is five (5) years following the Closing (as defined in the Purchase Agreement (as defined below)) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to $[ _____________ ] in principal amount (the “Exercise Price”) of Senior Secured Convertible Promissory Notes in substantially the form attached hereto as Exhibit A (the “Note”). This warrant (this “Warrant”) is one of a series of warrants of like tenor (the “Warrants”) issuable by the Company under that certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of
GENTA INCORPORATED FORM SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE WARRANTGenta Inc De/ • September 6th, 2011 • Biological products, (no disgnostic substances)
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE WARRANT certifies that, for value received, [______________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the day that is five (5) years following the Closing (as defined in the Purchase Agreement (as defined below)) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genta Incorporated, a Delaware corporation (the “Company”), up to $[ _____________ ] in principal amount (the “Exercise Price”) of Senior Secured Convertible Promissory Notes in substantially the form attached hereto as Exhibit A (the “Note”). This warrant (this “Warrant”) is one of a series of warrants of like tenor (the “Warrants”) issuable by the Company under that certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of
Exhibit 10.4 SECURITY AGREEMENT This Security Agreement dated as of September 2, 2011 (the “Agreement”) between Genta Incorporated, a Delaware corporation (the “Grantor”) and Tang Capital Partners, L.P., as agent (together with any successor agent,...Security Agreement • September 6th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
