0000799698-17-000012 Sample Contracts

COMMON STOCK PURCHASE WARRANT CYTRX CORPORATION
Common Stock Purchase Warrant • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (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 the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the one 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 (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Employment Agreement (this "Agreement") is made and entered into as of January 1, 2017 (the "Effective Date") by and between CytRx Corporation, a Delaware corporation ("Employer"), and Scott Wieland, an individual and resident of the State of Tennessee ("Employee").

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances) • Delaware

THIS COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for value received, Emmanuel Strategic Partners, or its registered assigns (the "Holder"), is entitled, upon the terms and subject to the limitations hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 P.M., California time, on the sixtieth day following the expiration or termination for any reason of that certain Consulting Agreement dated November 10, 2013 between Holder and CytRx Corporation (the "Termination Date"), but not thereafter, to subscribe for and purchase from CytRx Corporation, a Delaware corporation (the "Company"), up to 125,000 shares (the "Warrant Shares") of Common Stock (as hereinafter defined). The purchase price of each Warrant Share under this Warrant shall be equal to the Exercise Price (as hereinafter defined).

Contract
Warrant Agreement • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Employment Agreement (this "Agreement") is made and entered into as of January 1, 2017 (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").

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2017 • 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").

CYTRX CORPORATION AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN
Restricted Stock Purchase Agreement • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances) • Delaware

This Restricted Stock Purchase Agreement (this "Agreement") is made and entered into as of January 11, 2017, by and between CytRx Corporation, a Delaware corporation (the "Company"), and Steven A. Kriegsman ("Kriegsman").

FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Fourth Amended and Restated Employment Agreement • March 15th, 2017 • Cytrx Corp • Biological products, (no disgnostic substances)

This Fourth Amendment (this "Amendment") is entered into as of January 10, 2017, between CytRx Corporation, a Delaware corporation ("Employer"), and Steven A. 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, the Second Amendment thereto dated as of January 1, 2015 and the Third Amendment thereto dated as of March 8, 2016 (as so amended, the "Employment Agreement"), between Employer and Employee.

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