0000799698-09-000015 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT CYTRX CORPORATION
Common Stock Purchase Warrant • July 27th, 2009 • Cytrx Corp • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July __, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytRx Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 27th, 2009 • Cytrx Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2009, between CytRx Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Contract
Placement Agent Agreement • July 27th, 2009 • Cytrx Corp • Biological products, (no disgnostic substances) • New York
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