AMENDMENT NO. 1 TO
PLACEMENT AGENT AGREEMENT
Amendment No. 1, dated as of March 10, 2006 (the
“Amendment”), by and among Genta Incorporated, a
Delaware corporation (the “Company”), Cowen & Co.,
LLC (“Cowen”) and Rodman & Renshaw, LLC
(“Rodman,” and together with Cowen, the
“Placement Agents”), to the Placement Agent Agreement
(the “Placement Agent Agreement”), by and among the
Company and the Placement Agents. Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to
them in the Placement Agent Agreement.
WITNESSETH
WHEREAS, the parties have entered into the
Placement Agent Agreement and the Company has entered into several
Subscription Agreements, pursuant to which the Company shall sell
Common Stock to the Purchasers; and
WHEREAS, the parties hereto desire to amend a
provision contained in the Placement Agent Agreement, as more
particularly described below.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
int
