Form of Unsecured Subordinated Convertible Promissory Note Sample Contracts

Genta – GENTA INCORPORATED Form of Unsecured Subordinated Convertible Promissory Note Due July ___, 2011 (July 8th, 2009)

For value received, GENTA INCORPORATED, a Delaware corporation (the "Maker"), hereby promises to pay to the order of _______________________ (together with its successors and representatives, the "Holder"), in accordance with the terms hereinafter provided, the principal amount of ________________________ ($______________), together with interest thereon. Pursuant to the Purchase Agreement (as defined in Section 1.1 hereof), the Maker is issuing separate unsecured subordinated convertible promissory notes in substantially the same form as this Note (the "Other Notes" and collectively with this Note, the "Notes") to separate purchasers ("Other Holders" and collectively with the Holder, the "Holders").