TECHNICAL ANALYSIS

[Emptyhead]

The $25 million of Convertible Notes issued pursuant to this transaction have a 3-year term and will be initially convertible into shares of Genta common stock at a conversion rate of 100,000 shares of common stock for every $1,000.00 of principal that is converted. This conversion rate is subject to adjustment under certain circumstances. The Convertible Notes bear an annual interest rate of 12%, payable semi-annually. The Company has the right to force conversion of the Convertible Notes if the closing price of the Company’s common stock equals or exceeds $0.25 for a 10-consecutive-trading-day period and certain other conditions are met. The Company has also issued Warrants to purchase up to $10 million of additional Convertible Notes. These Warrants expire in the fall of 2011.