11,500,000 Shares CytRx Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2014 • Cytrx Corp • Biological products, (no disgnostic substances) • New York
• each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and
