Common use of Representations Regarding the Shares Clause in Contracts

Representations Regarding the Shares. (a) CytRx is acquiring the Shares for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Securities Act. (b) CytRx understands that the Shares have not been, and will not be, registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration, that the certificates for the Shares shall bear a legend to such effect, and that appropriate stop transfer instructions may be issued. CytRx further understands that such exemption depends upon, among other things, the bona fide nature of CytRx’s investment intent expressed herein. (c) CytRx has not been formed for the specific purpose of acquiring the Shares pursuant to this Agreement. CytRx understands the term “accredited investor” as used in Regulation D promulgated under the Securities Act and represents and warrants to RXi that it is an “accredited investor” for purposes of acquiring the Shares hereunder. (d) CytRx has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. CytRx is able to bear the economic risk of such investment, including a complete loss of the investment. (e) CytRx acknowledges that it and its representatives have had the opportunity to ask questions and receive answers from officers and representatives of RXi concerning RXi and its business and the transactions contemplated by this Agreement and to obtain any additional information which RXi possesses or can acquire that is necessary to verify the accuracy of the information regarding RXi herein set forth or otherwise desired in connection with its acquisition of the Shares hereunder. (f) CytRx understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to CytRx) promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions, and that such exemption is not currently available.

Representations Regarding the Shares. (a) CytRx The Seller understands and acknowledges that the offer, sale and issuance of the Shares pursuant to Section 2.1 will not be registered under the Securities Act on the grounds that the offer, sale and issuance of the Shares are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that the Purchaser’s reliance upon such exemption is predicated in part upon the Seller’s representations in this Section 3.25. The Seller acknowledges that it must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities Act and therefore cannot and will not be sold unless it is subsequently registered under the Securities Act or an exemption from such registration is available. The Seller acknowledges that the Purchaser has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Securities Act will become available. The Seller further acknowledges that transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. The Seller acknowledges that the Purchaser has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. (b) The Seller acknowledges that it has had access to the documents filed by the Purchaser under the Exchange Act, since the end of its most recently completed fiscal year to the date hereof, and has carefully reviewed the same (“Exchange Act Documents”). The Seller further acknowledges that the Purchaser has made available to it the opportunity to ask questions of and receive answers from the Purchaser’s officers and directors concerning the terms and conditions of this Agreement and the business and financial condition of the Purchaser, and the Seller has received to its satisfaction, such information about the business and financial condition of the Purchaser and the terms and conditions of this Agreement as it has requested. The Seller has carefully considered the potential risks relating to the Purchaser and investing in the Shares, and fully understands that such securities are speculative investments, which involve a high degree of risk of loss of the Seller’s entire investment. Among others, the Seller has carefully considered each of the risks identified under the caption “Risk Factors” in the Exchange Act Documents, which are incorporated herein by reference. (c) The Seller is acquiring the Shares for its own account, and not directly or indirectly for the account of any other Person. The Seller is acquiring the Shares for investment and not for, with a view to, or in connection with, any to distribution or public offering resale thereof within the meaning of the Securities Act. (b) CytRx understands that the Shares have not been, and will not be, registered under the Securities Act or any state securities law, by reason of their issuance except in a transaction exempt from the registration requirements of compliance with the Securities Act and such laws, that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration, that the certificates for the Shares shall bear a legend to such effect, and that appropriate stop transfer instructions may be issued. CytRx further understands that such exemption depends upon, among other things, the bona fide nature of CytRx’s investment intent expressed hereinany applicable state law regulating securities. (cd) CytRx has not been formed for the specific purpose of acquiring the Shares pursuant to this Agreement. CytRx understands the term “accredited investor” as used in Regulation D promulgated under the Securities Act and The Seller represents and warrants to RXi to, and covenants with, the Purchaser that it the Seller is an “accredited investor” for purposes as defined in Rule 501 of acquiring Regulation D under the Shares hereunder. (d) CytRx has sufficient knowledge Securities Act and experience the Seller is also knowledgeable, sophisticated and experienced in business making, and financial matters and is qualified to make decisions with respect to investment investments in securities of privately held companies so as to enable it to analyze and evaluate presenting an investment decision like that involved in the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. CytRx is able to bear the economic risk of such investmentTransaction, including a complete loss of investments in securities issued by the investmentPurchaser and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Shares. (e) CytRx acknowledges The Seller further represents and warrants that it and its representatives have had the opportunity Seller has such business or financial expertise as to ask questions and receive answers from officers and representatives of RXi concerning RXi and its business and be able to protect the transactions contemplated by this Agreement and to obtain any additional information which RXi possesses or can acquire that is necessary to verify the accuracy of the information regarding RXi herein set forth or otherwise desired Seller’s own interests in connection with its acquisition an investment in the Shares. The Seller further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the Shares hereundermerits and risk of such investment. The Seller also represents that it has not been organized for the purpose of acquiring the Shares. (f) CytRx understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to CytRx) promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions, and that such exemption is not currently available.