REGISTRATION RIGHTS
AGREEMENT

     

    THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as
of September 4, 2009, by and among GENTA INCORPORATED, a Delaware
corporation (the “Company”), and the
undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and
collectively, the “Buyers”).

     

    WHEREAS:

     

    A.           In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement, to issue and sell to the Buyers
(i) unsecured subordinated convertible notes (the “Convertible Notes”)
which shall be convertible into shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock,” as
converted, the “Conversion Shares”)
in accordance with the terms of the Convertible Notes, (ii) warrants (the “Warrants”), which
will be exercisable to purchase shares of Common Stock (as exercised,
collectively, the “Warrant Shares”) and
(iii) shares of Common Stock.  Capitalized terms not defined herein
shall have the meaning ascribed to them in the Securities Purchase
Agreement.

     

    B.           To
induce the Buyers to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyers hereby agree as
follows:

     

    1.           DEFINITIONS.

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    (a)           “Effectiveness
Deadline” means, with respect to the Registration Statement required to
be filed hereunder for the First Closing (as defined in the Securities Purchase
Agreement), the 45th calendar day following the date hereof (or, in the event
the U.S. Securities and Exchange Commission (“SEC”) reviews and has
written comments to the Registration Statement, the 90th
calendar day following the Closing Date); provided, however, in the event the
Company is notified by the SEC that the Registration Statement will not be
reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth Trading
Day following the date on which the Company is so notified if such date precedes
the date required above.

     

    (b)           “Filing Deadline”
means, with respect to the Registration Statement required hereunder, the 30th
calendar day following the Closing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           “Person” means a
corporation, a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.

     

    (d)           “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    (e)           “Registrable
Securities” means all of (i) shares of Common Stock issued, (ii) the
Conversion Shares issuable upon conversion of the Convertible Notes, (iii) the
Warrant Shares issued or issuable upon exercise of the Warrants, (iv) any
additional shares issuable in connection with any anti-dilution provisions in
the Warrants or the Convertible Notes (without giving effect to any limitations
on exercise set forth in the Warrants or Convertible Notes) and (v) any shares
of Common Stock issued or issuable with respect to the Conversion Shares, the
Convertible Notes, the Warrant Shares, or the Warrants as a result of any stock
split, dividend or other distribution, recapitalization or similar event or
otherwise, without regard to any limitations on the conversion of the
Convertible Notes or exercise of the Warrants.

     

    (f)           “Registration
Statement” means the registration statement required to be filed
hereunder and any additional registration statements contemplated by Section
3(c), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

     

    (g)           “Required Registration
Amount” means (i) with respect to the
Registration Statement, [   ] shares of Common Stock issued or to
be issued upon conversion of the Convertible Notes, [   ] shares
of Common Stock issued or to be issued upon exercise of the Warrants,
[   ] shares of Common Stock, or such lesser amount as required
by the SEC pursuant to Rule 415, and (ii) with respect to subsequent
Registration Statements all remaining Registrable Securities to be filed, in
each case subject to any cutback set forth in Section 3(c).  In the
event there are cutbacks as provided for in Section 3(c), preference shall be
given in the following priority: (x) first, to the Common Stock to be issued
upon conversion of the Convertible Notes, (y) second, to the Common Stock, and
(z) finally shares of Common Stock issued or to be issued upon exercise of the
Warrants.

     

    (h)           “Rule 415” means Rule
415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC  having substantially the same purpose and effect as such
Rule.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    2.           REGISTRATION.

     

    (a)           On
or prior to the Filing Deadline, the Company shall prepare and file with the SEC
a Registration Statement on Form S-1 (or, if the Company is then eligible, on
Form S-3) covering the resale of all of the Registrable
Securities.  The Registration Statement prepared pursuant hereto shall
register for resale at least the number of shares of Common Stock equal to the
Required Registration Amount as of date the Registration Statement is initially
filed with the SEC.  The Registration Statement shall contain the
“Selling
Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit A and contain
all the required disclosures set forth on Exhibit
B.  The Company shall use its best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable, but
in no event later than the Effectiveness Deadline.  By 9:30 am on the
date following the date of effectiveness, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final Prospectus to be used in
connection with sales pursuant to such Registration Statement.  The
Company shall cause the Registration Statement to remain effective until all of
the Registrable Securities have been sold or may be sold without volume
restrictions pursuant to Rule 144, as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Company’s transfer agent and the affected Holders (“Registration
Period”).  Prior to the filing of a Registration Statement with
the SEC, the Company shall furnish a draft of the Registration Statement to the
Buyers for their review and comment.  The Buyers shall furnish
comments on the Registration Statement to the Company within twenty-four (24)
hours of the receipt thereof from the Company.

     

    (b)           Failure to File or Obtain
Effectiveness of the Registration
Statement.     If: (i) a Registration Statement
is not filed on or prior to the Filing Deadline (if the Company files a
Registration Statement without affording the Holders the opportunity to review
and comment on the same as required by Section 3(a), the Company shall not be
deemed to have satisfied this clause (i)), or (ii) the Company fails to file
with the SEC a request for acceleration in accordance with Rule 461 promulgated
under the Securities Act, within five Trading Days of the date that the Company
is notified (orally or in writing, whichever is earlier) by the SEC that a
Registration Statement will not be “reviewed,” or not subject to further review,
or (iii) a Registration Statement filed or required to be filed hereunder is not
declared effective by the SEC by its Effectiveness Deadline, or (iv) after the
effectiveness, a Registration Statement ceases for any reason to remain
continuously effective as to all Registrable Securities for which it is required
to be effective, or the Holders are otherwise not permitted to utilize the
Prospectus therein to resell such Registrable Securities for more than 30
consecutive calendar days or more than an aggregate of 40 calendar days during
any 12-month period (which need not be consecutive calendar days) (any such
failure or breach being referred to as an “Event”), then in
addition to any other rights the holders of the Convertible Notes may have
hereunder or under applicable law, on each such Event date and on each monthly
anniversary of each such Event date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay
to each holder of Convertible Notes an amount in cash, as partial liquidated
damages (“Liquidated
Damages”) and not as a penalty, equal to 1.0% of the aggregate purchase
price paid by such holder pursuant to the Securities Purchase Agreement for any
Convertible Notes then held by such holder.  The parties agree that
(1) the Company shall not be liable for Liquidated Damages under this Agreement
with respect to any Warrants or Warrant Shares and (2) the maximum aggregate
Liquidated Damages payable to a holder of Convertible Notes under this Agreement
shall be ten percent (10%) of the aggregate Purchase Price paid by such holder
pursuant to the Securities Purchase Agreement.  The partial Liquidated
Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for
any portion of a month prior to the cure of an Event.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (c)           Liquidated
Damages.  The Company and the Buyer hereto acknowledge and
agree that the sums payable under subsection 2(b) above shall constitute
liquidated damages and not penalties and are in addition to all other rights of
the Buyer, including the right to call a default.  The parties further
acknowledge that (i) the amount of loss or damages likely to be incurred is
incapable or is difficult to precisely estimate, (ii) the amounts specified in
such subsections bear a reasonable relationship to, and are not plainly or
grossly disproportionate to, the probable loss likely to be incurred in
connection with any failure by the Company to obtain or maintain the
effectiveness of a Registration Statement, (iii) one of the reasons for the
Company and the Buyer reaching an agreement as to such amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv) the Company and the Buyer are sophisticated business parties and have been
represented by sophisticated and able legal counsel and negotiated this
Agreement at arm’s length.  Notwithstanding the foregoing, there shall
be no liquidated damages for Cut-Back Securities (as defined in Section 3(c)
below).

     

    3.           RELATED
OBLIGATIONS.

     

    (a)           The
Company shall, not less than three (3) Trading Days prior to the filing of each
Registration Statement and not less than one (1) Trading Day prior to the filing
of any related amendments and supplements to all Registration Statements (except
for annual reports on Form 10-K), furnish to each Buyer copies of all such
documents proposed to be filed, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the reasonable and
prompt review of such Buyers, The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to
which the Buyers shall reasonably object in good faith; provided that, the Company is
notified of such objection in writing no later than two (2) Trading Days after
the Buyers have been so furnished copies of a Registration
Statement.

     

    (b)           The
Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
Prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement effective at all times during
the Registration Period, and prepare and file with the SEC such additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration Statement or any amendment
thereto and as promptly as reasonably possible provide the Buyers true and
complete copies of all correspondence from and to the SEC relating to a
Registration Statement (provided that the Company may excise any information
contained therein which would constitute material non-public information as to
any Buyer which has not executed a confidentiality agreement with the Company);
and (iv) comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement.  In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company’s filing a
report on Form 10-K, 10-Q or Form 8-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company shall incorporate such report by reference into the Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the Exchange Act report is filed which created the
requirement for the Company to amend or supplement the Registration
Statement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (c)           Reduction of Registrable
Securities Included in a Registration Statement. Notwithstanding anything
contained herein, in the event that the SEC requires the Company to reduce the
number of Registrable Securities to be included in a Registration Statement in
order to allow the Company to rely on Rule 415 with respect to a Registration
Statement, then the Company shall be obligated to include in such Registration
Statement (which may be a subsequent Registration Statement if the Company needs
to withdraw the Registration Statement and refile a new Registration Statement
in order to rely on Rule 415) only such limited portion of the Registrable
Securities as the SEC shall permit.  Any Registrable Securities that
are excluded in accordance with the foregoing terms are hereinafter referred to
as “Cut Back
Securities.”  To the extent Cut Back Securities exist, as soon
as may be permitted by the SEC, the Company shall be required to file a
Registration Statement covering the resale of the Cut Back Securities and shall
use best efforts to cause such Registration Statement to be declared effective
as promptly as practicable thereafter.  Notwithstanding any other
provision of this Agreement and subject to the payment of liquidated damages in
Section 2(c), any Cut Back Securities shall be applied to the Buyers
pro-rata in accordance with the number of Registrable Securities purchased by
such Buyer under the Securities Purchase Agreement (and in the case of a
subsequent transfer the initial Buyer’s) relative to the Registrable Securities
purchased by all Buyers under the Securities Purchase Agreement.

     

    (d)           The
Company shall furnish to each Buyer whose Registrable Securities are included in
any Registration Statement, without charge, (i) at least one (1) copy of such
Registration Statement as declared effective by the SEC and any amendment(s)
thereto, including financial statements and schedules, all documents
incorporated therein by reference, all exhibits and each preliminary prospectus,
(ii) ten (10) copies of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of
copies as such Buyer may reasonably request) and (iii) such other documents as
such Buyer may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Buyer.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (e)           The
Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by a Registration Statement under such other securities or
“blue sky” laws of such jurisdictions in the United States as any Buyer
reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (w) make any
change to its articles of incorporation or by-laws, (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction.  The Company shall promptly notify each Buyer who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.

     

    (f)           As
promptly as practicable after becoming aware of such event or development, the
Company shall notify each Buyer in writing of the happening of any event as a
result of which the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver
ten (10) copies of such supplement or amendment to each Buyer.  The
Company shall also promptly notify each Buyer in writing (i) when a Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and
when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to each Buyer
by facsimile on the same day of such effectiveness), (ii) of any request by the
SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.

     

    (g)           The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the suspension
of the qualification of any of the Registrable Securities for sale in any
jurisdiction within the United States of America and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify each Buyer who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.

     

    (h)           If,
after the execution of this Agreement, a Buyer believes, after consultation with
its legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall furnish
to such Buyer, on the date of the effectiveness of the Registration Statement
and thereafter from time to time on such dates as a Buyer may reasonably request
(i) a letter, dated such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the
Buyers.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (i)           If,
after the execution of this Agreement, a Buyer believes, after consultation with
its legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall make
available for inspection by (i) any Buyer and (ii) one (1) firm of
accountants or other agents retained by the Buyers (collectively, the “Inspectors”) all
pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree, and
each Buyer hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to a Buyer) or use  any Record or other information
which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the Securities Act, (b)
the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Buyer has knowledge.  Each Buyer agrees
that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records deemed confidential.

     

    (j)           The
Company shall hold in confidence and not make any disclosure of information
concerning a Buyer provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement.  The Company agrees that it shall, upon learning that
disclosure of such information concerning a Buyer is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to such Buyer and allow such Buyer, at the Buyer’s expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.

     

    (k)           The
Company shall use its best efforts either to cause all the Registrable
Securities covered by a Registration Statement (i) to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) the
inclusion for quotation on the Financial Industry Regulatory Authority OTC
Bulletin Board for such Registrable Securities.  The Company shall pay
all fees and expenses in connection with satisfying its obligation under this
Section 3(j).


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (l)           The
Company shall cooperate with each Buyer who holds Registrable Securities being
offered and, to the extent applicable, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Buyers may reasonably request and registered in such names as the
Buyers may request.

     

    (m)           The
Company shall use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities.

     

    (n)           The
Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, or such period as allowed by filing a Form 12b-25, an
earnings statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a twelve (12) month period beginning not later than the
first day of the Company’s fiscal quarter next following the effective date of
the Registration Statement.

     

    (o)           The
Company shall otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration
hereunder.

     

    (p)           Within
two (2) business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Buyer whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit
C.

     

    (q)           The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by each Buyer of Registrable Securities pursuant to a
Registration Statement.

     

    4.           OBLIGATIONS OF THE
BUYERS.

     

    (a)           Each
Buyer agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(f) such Buyer will immediately
discontinue disposition of Registrable Securities pursuant to any Registration
Statement covering such Registrable Securities until such Buyer’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(f) or
receipt of notice that no supplement or amendment is
required.  Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to deliver unlegended certificates for shares of Common
Stock to a transferee of a Buyer in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with
respect to which a Buyer has entered into a contract for sale prior to the
Buyer’s receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(f) or the first sentence of 3(e) and for which
the Buyer has not yet settled.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (b)           Each
Buyer covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration
Statement.

     

    5.           EXPENSES OF
REGISTRATION.

     

    All
expenses incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees shall be
paid by the Company.

     

    6.           INDEMNIFICATION.

     

    With
respect to Registrable Securities which are included in a Registration Statement
under this Agreement:

     

    (a)           To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Buyer, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who
controls any Buyer within the meaning of the Securities Act or the Exchange Act
(each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or
the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation there under
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”).  The
Company shall reimburse the Buyers and each such controlling person promptly as
such expenses are incurred and are due and payable, for any legal fees or
disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim.  Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in
this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (y)
shall not be available to the extent such Claim is based on a failure of the
Buyer to deliver or to cause to be delivered the prospectus made available by
the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(c); and (z) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Buyers pursuant to Section 9
hereof.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (b)           In
connection with a Registration Statement, each Buyer agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers, employees, representatives, or agents and each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (each an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or is based upon any Violation,
in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information furnished to the
Company by such Buyer expressly for use in connection with such Registration
Statement; and, subject to Section 6(d), such Buyer will reimburse any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Buyer, which consent shall not be unreasonably withheld; provided, further,
however, that the Buyer shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Buyer as a result of the sale of Registrable Securities pursuant to such
Registration Statement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified
Party and shall survive the transfer of the Registrable Securities by the Buyers
pursuant to Section 9.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
prospectus was corrected and such new prospectus was delivered to each Buyer
prior to such Buyer’s use of the prospectus to which the Claim
relates.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (c)           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of not
more than one (1) counsel for such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing  interests between
such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding.  The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
claim.  The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto.  No indemnifying
party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent.  No indemnifying party shall, without the prior written
consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation.  Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification
has been made.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

     

    (d)           The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.

     

    (e)           The
indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

     

    7.           CONTRIBUTION.

     

    To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that:  (i) no
seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    8.           REPORTS UNDER THE EXCHANGE
ACT.

     

    With a
view to making available to the Buyers the benefits of Rule 144 promulgated
under the Securities Act or any similar rule or regulation of the SEC that may
at any time permit the Buyers to sell securities of the Company to the public
without registration (“Rule 144”) the
Company agrees to:

     

    (a)           make
and keep public information available, as those terms are understood and defined
in Rule 144;

     

    (b)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements (it being understood that nothing herein
shall limit the Company’s obligations under Section 4(c) of the Securities
Purchase Agreement) and the filing of such reports and other documents as are
required by the applicable provisions of Rule 144; and

     

    (c)           furnish
to each Buyer so long as such Buyer owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Buyers to sell such
securities pursuant to Rule 144 without registration.

     

    9.           AMENDMENT OF REGISTRATION
RIGHTS.

     

    Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and Buyers who then
hold at least two-thirds (2/3) of the Registrable Securities.  Any
amendment or waiver effected in accordance with this Section 9 shall be
binding upon each Buyer and the Company; provided, that any amendment
pursuant to this Section 9 that would adversely affect the rights of any
Buyer in a manner different than the rights of other Buyers shall also require
the written consent of such Buyer..  No such amendment shall be
effective to the extent that it applies to fewer than all of the
Buyers.  No consideration shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.

     

    10.           MISCELLANEOUS.

     

    (a)           A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities or owns the right
to receive the Registrable Securities.  If the Company receives
conflicting instructions, notices or elections from two (2) or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (b)           No Piggyback on
Registrations.  Except as set forth on Schedule 10(b)
attached hereto, neither the Company nor any of its security holders (other than
the Buyers in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Registrable
Securities.  The Company shall not file any other registration
statements until the Registration Statement required hereunder is declared
effective by the SEC, provided that this Section 10(b) shall not prohibit the
Company from filing amendments to registration statements already
filed.

     

    (c)           Piggy-Back
Registrations.  If at any time during the Registration Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall send to each Buyer a written notice of
such determination and, if within fifteen (15) days after the date of such
notice, any such Buyer shall so request in writing, the Company shall include in
such registration statement all or any part of such Registrable Securities such
Buyer requests to be registered; provided, however, that, the
Company shall not be required to register any Registrable Securities pursuant to
this Section 10(c) that are eligible for resale pursuant to Rule 144(k)
promulgated under the Securities Act or that are the subject of a then effective
Registration Statement.

     

    (d)           Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

     

    
      
        	
                If
      to the Company, to:

              	
                Genta
      Incorporated

              
	 
      	
                200
      Connell Drive

                Berkeley
      Heights, NJ 07922

              
	 
      	
                Attention:
      Raymond P. Warrell, Jr., M.D.

              
	 
      	
                Telephone
      No.: (908) 286-9800

              
	 
      	
                Telecopy
      No.: (908) 286-3966

              
	 
      	 
      
	
                With
      Copy to:

              	
                Morgan,
      Lewis & Bockius LLP

              
	 
      	
                502
      Carnegie Center

              
	 
      	
                Princeton,
      NJ 08540

              
	 
      	
                Attention:          Emilio
      Ragosa, Esq.

              
	 
      	
                Telephone:        (609)
      919-6633

              
	 
      	
                Facsimile:          (609)
      919-6701

              


      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    
       

      If to an
Buyer, to its address and facsimile number on the Schedule of Buyers attached
hereto, with copies to such Buyer’s representatives as set forth on the
Schedule of Buyers or to such other address and/or facsimile number and/or to
the attention of such other person as the recipient party has specified by
written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

    

     

    (e)           Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.

     

    (f)           The
laws of the State of New York shall govern all issues concerning the relative
rights of the Company and the Buyers as its stockholders.  All other
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
New York.  Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the Courts of the State of New York and federal courts for the
District of New York, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.

     

    (g)           This
Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.

     

    (h)           The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (i)           This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

     

    (j)           Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

     

    (k)           The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.

     

    (l)           This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their signature page to this Registration Rights
Agreement to be duly executed as of the date first above written.

     

    
      
        
          	 
      	
                  COMPANY:

                
	 
      	
                  GENTA
      INCORPORATED

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their signature page to this Registration Rights
Agreement to be duly executed as of the date first above written.

     

    
      
        
          
            
              	 
      	
                      BUYER:

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Its:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                         

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    SCHEDULE
I

     

    SCHEDULE OF
BUYERS

     

    See
attached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    SELLING
STOCKHOLDERS

     

    AND PLAN OF
DISTRIBUTION

    


    Selling
Stockholders

    


    A portion
of the shares of Common Stock being offered by the selling stockholders are
issuable upon conversion of the convertible notes and upon exercise of the
warrants.  For additional information regarding the issuance of those
convertible notes and warrants, see “Private Placement of Convertible Notes and
Warrants” above.  We are registering the shares of Common Stock in
order to permit the selling stockholders to offer the shares for resale from
time to time.  Except as otherwise notes and except for the ownership
of the convertible notes and the warrants issued pursuant to the Securities
Purchase Agreement, the selling stockholders have not had any material
relationship with us within the past three years.

     

    The table
below lists the selling stockholders and other information regarding the
beneficial ownership of the shares of Common Stock by each of the selling
stockholders.  The second column lists the number of shares of Common
Stock beneficially owned by each selling stockholder, based on its ownership of
the convertible notes, common stock and warrants, as of September __, 2009,
assuming conversion of all convertible notes and exercise of the warrants held
by the selling stockholders on that date, without regard to any limitations on
conversions or exercise.

     

    The third
column lists the shares of Common Stock being offered by this prospectus by the
selling stockholders.

     

    In
accordance with the terms of a registration rights agreement with the selling
stockholders, this prospectus generally covers the resale of at least (i) 300%
of the number of Conversion Shares issued and issuable pursuant to the
convertible notes as of the trading day immediately preceding the date the
registration statement is initially filed with the SEC, and (ii) 100% of the
number of warrant shares issued and issuable pursuant to the warrants as of the
trading day immediately preceding the date the registration statement is
initially filed with the SEC.  Because the
conversion price of the convertible notes and the exercise price of the warrants
may be adjusted, the number of shares that will actually be issued may be more
or less than the number of shares being offered by this
prospectus.  The fourth column assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.

     

    Under the
terms of the convertible notes and the warrants, a selling stockholder may not
convert the convertible notes or exercise the warrants to the extent such
conversion or exercise would cause such selling stockholder, together with its
affiliates, to beneficially own a number of shares of Common Stock which would
exceed 4.99% of our then outstanding shares of Common Stock following such
conversion or exercise, excluding for purposes of such determination shares of
Common Stock issuable upon conversion of the convertible notes which have not
been converted and upon exercise of the warrants which have not been
exercised.  The number of shares in the second column does not reflect
this limitation.  The selling stockholders may sell all, some or none
of their shares in this offering.  See “Plan of
Distribution.”


    
      
         


      

      
        A-19

        
          

        

      

      
         


      

    

     

    
      
        	
                
                  Name of Selling Stockholder

                

              	 	
                
                  Number of Shares

                  Owned Prior to

                  Offering

                

              	 	 	
                
                  Maximum Number

                  of Shares to be Sold

                  Pursuant to this

                  Prospectus

                

              	 	 	
                
                  Number of Shares

                  Owned After

                  Offering

                

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                [__]

              	 	 	 	 	 	 	 
      	 	 	 	 	 


      

    

     

      
        

      

    

    
      	
              (1)

            	
              [__]

            


    


    
      
         


      

      
        A-20

        
          

        

      

      
         


      

    


    Plan of
Distribution

     

    Each
Selling Stockholder (the “Selling
Stockholders”) of the common stock and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on the OTC Bulletin Board or any other stock exchange,
market or trading facility on which the shares are traded or in private
transactions.  These sales may be at fixed or negotiated
prices.  A Selling Stockholder may use any one or more of the
following methods when selling shares:

     

    
      	
               
      

            	
              ·

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
               
      

            	
              ·

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
               
      

            	
              ·

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
               
      

            	
              ·

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
               
      

            	
              ·

            	
              privately
      negotiated transactions;

            


    

     

    
      	
               
      

            	
              ·

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
               
      

            	
              ·

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

     

    
      	
               
      

            	
              ·

            	
              a
      combination of any such methods of sale;
or

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.


    
      
         


      

      
        A-21

        
          

        

      

      
         


      

    


    In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the Common
Stock in the course of hedging the positions they assume.  The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling
Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed eight percent
(8%).

     

    The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

     

    Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder.  In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than under this
prospectus.  There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders.

     

    We agreed
to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the Selling Stockholders without registration and
without regard to any volume limitations by reason of Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect.  The resale shares will be sold
only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

     

    Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution.  In addition, the Selling Stockholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person.  We will make copies of this prospectus available to the
Selling Stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


    
      
         


      

      
        A-22

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    OTHER
DISCLOSURES

     

    See
attachment provided separately.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM
OF NOTICE OF EFFECTIVENESS

    OF REGISTRATION
STATEMENT

     

    Attention:

    


    
      	
               
      

            	
              Re:

            	
              GENTA
      INCORPORATED

            


    

    


    Ladies
and Gentlemen:

    


    We are
counsel to Genta Incorporated, a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Securities Purchase
Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the Buyers named
therein (collectively, the “Buyers”) pursuant to
which the Company issued to the Buyers shares of its Common Stock, par value
$0.001 per share (the “Common
Stock”).  Pursuant to the Purchase Agreement, the Company also
has entered into a Registration Rights Agreement with the Buyers (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities
Act”).  In connection with the Company’s obligations under the
Registration Rights Agreement, on ____________ ____, the Company filed a
Registration Statement on Form ________ (File No. 333-_____________) (the
“Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the
Registrable Securities which names each of the Buyers as a selling stockholder
there under.

     

    In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a
member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Registrable Securities are available for resale
under the Securities Act pursuant to the Registration Statement.

     

    
      
        	
                Very
      truly yours,

              
	 
      
	
                [Law
      Firm]

              
	 
      	 
      
	
                By:

              	
                    

              


      

    

    


    cc:           [LIST NAMES OF BUYERS]


    
      
         


      

      
        C-1