0000799698-16-000030 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Employment Agreement (this "Agreement") is made and entered into as of December 31, 2015 (the "Effective Date") by and between CytRx Corporation, a Delaware corporation ("Employer"), and John Caloz, an individual and resident of the State of California ("Employee").

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THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances)

This Third Amendment (this "Amendment") is entered into as of March 8, 2016, between CytRx Corporation, a Delaware corporation ("Employer"), and Steven Kriegsman ("Employee") in order to amend as follows that certain Fourth Amended and Restated Employment Agreement, effective as of May 10, 2012, as amended by the First Amendment thereto dated as of March 4, 2014 and the Second Amendment thereto dated as of January 1, 2015 (as so amended, the "Employment Agreement"), between Employer and Employee.

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances) • Delaware

This Warrant is issued pursuant to the financial advisory services agreement, effective as of February 9, 2016 between the Company and the Holder (the "Advisory Agreement").

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Employment Agreement (this "Agreement") is made and entered into as of January 11, 2016 (the "Effective Date") by and between CytRx Corporation, a Delaware corporation ("Employer"), and Olivia C. Ware, an individual and resident of the State of California ("Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Employment Agreement (this "Agreement") is made and entered into as of December 31, 2015 (the "Effective Date") by and between CytRx Corporation, a Delaware corporation ("Employer"), and Daniel Levitt, M.D., Ph.D., an individual and resident of the State of California ("Employee").

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTS
Stock Option Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances)

This Amendment No. 1 to Stock Option Agreements (this "Amendment") is made and entered into on March 8, 2016 between CytRx Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Holder") in order to amend as set forth in this Amendment the following Stock Option Agreements (collectively, the "Original Option Agreements") between the Company and the Holder: (a) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2009 pursuant to the Company's Amended and Restated 2008 Stock Incentive Plan (as amended from time to time, the "2008 Plan"); (b) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 14, 2010 pursuant to the 2008 Plan; (c) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 12, 2011 pursuant to the 2008 Plan; (d) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2012 pursuant to the 2008 Plan; (e) the Stock Opti

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTS Issued Pursuant to the 2000 Long- Term Incentive Plan
Stock Option Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances)

This Amendment No. 1 to Stock Option Agreements (this "Amendment") is made and entered into on March 8, 2016 between CytRx Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Holder") in order to amend as set forth in this Amendment the following Stock Option Agreements (collectively, the "Original Option Agreements") between the Company and the Holder: (a) the Stock Option Agreement made to the Holder dated June 16, 2006 pursuant to the Company's 2000 Long-Term Incentive Plan (as amended from time to time, the "2000 Plan"); (b) the Stock Option Agreement made to the Holder dated April 18, 2007 pursuant to the 2000 Plan; (c) the Stock Option Agreement made to the Holder dated November 21, 2008 pursuant to the 2000 Plan;

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTS ___________________________________
Stock Option Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances)

This Amendment No. 1 to Stock Option Agreements (this "Amendment") is made and entered into on December 31, 2015 between CytRx Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Holder") in order to amend as set forth in this Amendment the following Stock Option Agreements (collectively, the "Original Option Agreements") between the Company and the Holder: (a) the Stock Option Agreement made part of the Grant Notice to the Holder dated October 12, 2009 pursuant to the Company's 2008 Stock Incentive Plan (as amended from time to time, the "Plan"); (b) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 14, 2010 pursuant to the Plan; (c) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 12, 2011 pursuant to the Plan; (d) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2013 pursuant to the Plan; and (e) the Stock Option Agreement made part of the Gran

Steven A. Kriegsman Chairman & CEO CytRx Corporation 11726 San Vicente Blvd Los Angeles, CA 90049 Dear Mr. Kriegsman,
Engagement Agreement • March 11th, 2016 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This letter (together with Exhibits A, and B, annexed hereto and made a part hereof, all of which taken together constitute this "Engagement Agreement" or "Agreement") confirms our complete understanding with respect to the retention of Alexander Capital, LP ("Alexander"), a registered broker/dealer as financial advisor to CytRx Corporation (the "Company").

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