Genta Secures Up to $40 Million Convertible Financing Facility to Fund Ke...( BERKELEY HEIGHTS N.J. June 5 /-Ge...)

BERKELEY HEIGHTS, N.J., June 5 /PRNewswire-FirstCall/ --Genta Incorporated (OTC Bulletin Board: GNTA) announced today that the Company has entered into definitive agreements with institutional and accredited investors to place Senior Secured Convertible Notes due 2010 totaling in aggregate up to $40 million in gross proceeds before fees and expenses. The closing of the first $20 million of Notes is expected to take place on or about June 6, 2008, subject to the satisfaction of customary closing conditions.

The Notes will bear interest at an annual rate of 15% payable at quarterly intervals in stock or cash at the Company's option, and will be 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. The first one-half of the Notes, or $20 million, will be issued upon initial closing of the transaction. Holders of the Notes shall have the right, but not the obligation, for the following 12 months following the initial closing date to purchase in whole or in part up to an additional $20 million of the Notes. The Company shall have the right to force conversion of the Notes in whole or in part if the closing bid price of the Company's common stock exceeds $0.50 for a period of 20 consecutive trading days. Certain members of senior management of Genta Incorporated participated in this offering. The Notes are secured by a first lien on all assets of Genta. The Notes include certain events of default, including a requirement that the Company obtain stockholder approval within a specified period of time to amend its certificate of incorporation to authorize additional shares of common stock.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: