SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 3rd, 2006 • Cytrx Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2006, among 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2006 • Cytrx Corp • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of CYTRX CORPORATIONSecurity Agreement • March 3rd, 2006 • 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 181st day following the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 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, par value $.001 per share, of the Company (the “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).
THIS TRANSACTION FEE AGREEMENT (this “Agreement”) is made as of the ____ day of February, 2006.Transaction Fee Agreement • March 3rd, 2006 • Cytrx Corp • Biological products, (no disgnostic substances) • New York
Re: Securities Purchase Agreement dated March ___, 2006 (the “Agreement”) by and among, CytRx Corporation, (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and collectively referred to as the “Purchasers”)Lock-Up Agreement • March 3rd, 2006 • Cytrx Corp • Biological products, (no disgnostic substances) • New York
This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the undersigned, and the Purchasers holding 75% or more of the Securities issued pursuant to the Agreement. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and cons
