SECURITIES PURCHASE AGREEMENT Dated as of March 28, 2012 by and among GENTA INCORPORATED and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • March 29th, 2012 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of March 28, 2012 (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 of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED GENERAL SECURITY AGREEMENT Dated as of March 30, 2012 between THE GRANTORS REFERRED TO HEREIN as Grantors and TANG CAPITAL PARTNERS, L.P. as AgentGeneral Security Agreement • March 29th, 2012 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
Amended and Restated General Security Agreement dated as of March 30, 2012 (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 Agreements (as defined below)). This Agreement amends and restates in its entirety that certain General Security Agreement dated as of September 9, 2011 between the Grantors and Agent for certain of the Purchasers (the “Existing Security Agreement”).
AMENDMENT AGREEMENTAmendment Agreement • March 29th, 2012 • Genta Inc De/ • Biological products, (no disgnostic substances) • New York
This AMENDMENT AGREEMENT (this “Agreement”), dated as of March 28, 2012 (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”).
