0001437749-11-008438 Sample Contracts

FIFTH AMENDMENT AGREEMENT
Fifth Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This FIFTH AMENDMENT AGREEMENT (this “Agreement”), dated as of October 31, 2011, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”). 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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SIXTH AMENDMENT AGREEMENT
Sixth Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This SIXTH AMENDMENT AGREEMENT (this “Agreement”), dated as of November 7, 2011, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

FOURTH AMENDMENT AGREEMENT
Fourth Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This FOURTH AMENDMENT AGREEMENT (this “Agreement”), dated as of October 24, 2011, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

AMENDMENT AGREEMENT
Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This AMENDMENT AGREEMENT (this “Agreement”), dated as of October 7, 2011, 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”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This SECOND AMENDMENT AGREEMENT (this “Agreement”), dated as of October 12, 2011, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”). Capitalized terms used herein and not defined shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • November 10th, 2011 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York

This THIRD AMENDMENT AGREEMENT (this “Agreement”), dated as of October 19, 2011, is made by and among GENTA INCORPORATED, a Delaware corporation (the “Company”), and the undersigned parties (each a “Holder” and collectively the “Holders”). 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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