ex10-1.htm


     

    EXHIBIT 10.1

    
      THIRD
AMENDMENT TO OFFICE LEASE

       

      This Third Amendment to Office Lease (the “Third Amendment”), dated
November 30, 2009, is made by and between DOUGLAS EMMETT 1993, LLC, a Delaware
limited liability company (“Landlord”), with offices at 808 Wilshire Boulevard,
Suite 200, Santa Monica, California 90401, and CytRx CORPORATION, a Delaware
corporation (“Tenant”), with offices at 11726 San Vicente Boulevard, Suites 650
and 688, Los Angeles, California 90049.

       

      WHEREAS,

       

      A.           DOUGLAS
EMMETT JOINT VENTURE, a California general partnership (“DEJV”), pursuant to the
provisions of that certain Office Lease dated April 13, 2000 (the “Original Lease”), leased to
THE KRIEGSMAN CAPITAL GROUP, LLC, a California limited liability company (“Original Tenant”), and
Original Tenant leased from DEJV space in the property located at 11726 San
Vicente Boulevard, Los Angeles, California  (the “Building”), commonly known as
Suite 650 (the “Original
Premises”);

       

      B.           Landlord,
Original Tenant and Tenant subsequently entered into that certain Assignment,
Assumption and Consent dated July 31, 2003 (the “Assignment”), whereby Original
Tenant assigned all of its right, title and interest in and to the Lease to
Tenant, and Tenant assumed all of Original Tenant’s obligations under the
Original Lease;

       

      C.           Landlord
acquired all of DEJV’s interest, right and title in and to the real property and
Building in which the Premises are located, becoming successor-in-interest to
DEJV and landlord under the Lease;

       

      D.           Landlord
and Tenant subsequently entered into that certain First Amendment to Office
Lease dated October 14, 2005 (the “First Amendment”), wherein
Tenant expanded its occupancy within the Building to include Suite 688 (the
“Suite
688”);

       

      E.           Landlord
and Tenant subsequently entered into that certain Second Amendment to Office
Lease dated March 25, 2008 (the “Second
Amendment”);

       

      F.           Tenant
wishes to surrender possession of the Original Premises (the “Surrender Space”), lease Suite
600 (the “Expansion
Space”) as shown on Exhibit A, re-name the Expansion Space as Suite 650
and extend the Term of the Lease, pursuant to this Third Amendment;

       

      G.           Landlord
has conditionally approved Tenant’s lease of the Expansion Space and the
surrender of the Original Premises, contingent upon Tenant’s acceptance of and
compliance with the provisions of this Third Amendment; and

       

      H.           Landlord
and Tenant, for their mutual benefit, wish to revise certain other covenants and
provisions of the Lease.

       

      NOW, THEREFORE, in
consideration of the covenants and provisions contained herein, and other
good and valuable consideration, the sufficiency of which Landlord and Tenant
hereby acknowledge, Landlord and Tenant agree:

       

      
        	
                1.

              	
                Confirmation of Defined
      Terms.  Unless modified herein, all terms previously
      defined and capitalized in the Lease shall hold the same meaning for the
      purposes of this Third Amendment.  The Original Lease, as
      amended by the First Amendment, the Second Amendment and this Third
      Amendment, shall herein be referred to as the “Lease”.

              


      

       

      
        	
                2.

              	
                Extension of
      Term.  Notwithstanding anything to the contrary contained
      herein, the Term of the Lease is hereby extended through and including
      midnight on the last calendar day of the sixtieth (60th)
      full calendar month after the Expansion Date (as hereinafter defined) (the
      “Termination
      Date”).  The period commencing on the Expansion Date and
      continuing through and including the Termination Date shall be referred to
      herein as the “Expansion Term”.

              


      

       

      
        	
                3.

              	
                Surrender Space and Terms of
      Surrender.  On or before 11:59 p.m. on the date (the
      “Surrender Date”)
      that is the day before the Expansion Date (hereinafter defined),
      Tenant shall vacate and deliver to Landlord the exclusive possession of
      the Original Premises pursuant to the same provisions and requirements of
      the Lease as would apply to surrender of the Premises upon expiration of
      the Lease. Tenant shall deliver to Landlord any plans and specifications,
      maintenance records, warranties, permits, approvals and licenses
      pertaining to the Surrender Space or to any improvements remaining
      thereon, or to both (but not pertaining to
  Tenant’s

              


      

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      business
conducted therein) in the possession of Tenant. All of the terms, covenants,
agreements and conditions of the Lease remain in full force and effect with
respect to the Surrender Space through the Surrender Date.  Tenant
shall continue to pay all rent and monetary obligations that accrue through and
including the Surrender Date, as such become due and payable under the
Lease.  As of 11:59 p.m. on the Surrender Date, the surrender of
the Surrender Space will be deemed effective and the monetary obligations with
respect to the Surrender Space shall be prorated, billed and payable in the
manner provided in the Lease, in the same manner as would apply if the term of
the Lease expired on the Surrender Date with respect to the Surrender Space. If
Tenant vacates the Surrender Space, but leaves any property, trash or debris
therein, or if there is any damage to the Surrender Space beyond reasonable wear
and tear, then the costs incurred by Landlord in the removal or repair of such
items, as the case may be, shall be billed directly to Tenant as additional
rent.   Notwithstanding any provision of this Third Amendment to the
contrary, in the event that Tenant fails timely to vacate and deliver exclusive
possession of the Surrender Space to Landlord by the Surrender Date as required
under the Lease, except as amended by this Third Amendment, Tenant shall be
deemed to be holding over with respect to the Surrender Space and such
possession shall be a tenancy at sufferance under the terms of the
Lease.

       

      3.1           Release Of Liability and
Claims.  Contingent upon
Landlord and Tenant fully performing the covenants and provisions contained
herein and in the Lease, then, except as otherwise contained herein, on the
Surrender Date (or if Tenant holds over in the Surrender Space, such later date
as Tenant actually surrenders possession of the Surrender Space). Landlord and
Tenant shall be fully and unconditionally released and discharged from their
respective obligations arising from or connected with the Lease with respect to
the Surrender Space. Tenant, for itself, and on behalf of any third party
claiming by, on behalf of or after Tenant, hereby releases any rights or claims
to occupancy of the Surrender Space and/or any benefit thereof, arising out of
in connection with the Lease after the Surrender Date.

       

      3.2           Disclaimer.  The
Lease provides for payment of Tenant’s Share of Operating Expenses periodically
on an estimated basis with adjustment to the actual amounts due at some time in
the future.  Tenant has not received a final calculation of the actual
amount due for the period of time ending on the Surrender Date with respect to
the Surrender Space. Accordingly, Tenant understands and agrees
that:

       

      a)           Landlord’s
estimate or allocation of anticipated increases in payments owed for Tenant’s
Share of Operating Expenses is only an estimate by Landlord and is not intended
nor shall be construed as a limitation or ceiling upon the actual amounts which
may be due;

       

      b)           Tenant
shall be solely responsible for payment of Tenant’s Share of Operating Expenses
with respect to the Surrender Space through and including the Surrender Date (or
if Tenant holds over in the Surrender Space, such later date as Tenant actually
surrenders possession of the Surrender Space) by virtue of such adjustments and
shall be solely entitled to any refunds resulting from such adjustments, even if
such calculations are rendered to Tenant by Landlord after the Surrender Date;
and

       

      c)           The
final reconciliation of Tenant’s Share shall not be completed until after the
year end of the calendar year for which such computations are to be made, after
which computation has been completed, Landlord shall notify Tenant of any
adjustment in Additional Rent due for the balance of the period Tenant is in
possession of the Surrender Space, computed to and including the Surrender Date
(or if Tenant holds over in the Surrender Space, such later date as Tenant
actually surrenders possession of the Surrender Space).

       

      
        	
                4.

              	
                Expansion Date and Expansion
      Term.  The lease of the Expansion Space shall be
      effective, and Landlord shall deliver possession of Expansion Space to
      Tenant for occupancy upon, the date which is the next business day after
      Substantial Completion (as hereinafter defined) of the Landlord Work
      contemplated in Exhibit B (“Expansion Date”) and,
      upon such delivery, the Expansion Space shall become a part of the
      “Premises” as defined in the Lease. The anticipated
      Expansion Date is February 15, 2010.  In the event of any Tenant
      Delay (as such term is defined in Exhibit B), in addition to any other
      remedies available to Landlord under the Lease or applicable law, the
      Expansion Date shall be the next business day after the date the
      Improvements would have been Substantially Completed had no such Tenant
      Delay occurred. Landlord and Tenant shall promptly execute an amendment to
      the Lease, confirming the finalized Expansion Date and Expansion Term as
      soon as they are determined. For purposes of establishing the Expansion
      Date, Substantial Completion shall be defined as and the
      Landlord

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Work
shall be deemed “Substantially
Complete”, when the Landlord Work as described in Exhibit B is complete
and the City of Los Angeles has issued a final sign-off on all building permits
for such Landlord Work, except for millwork or minor, insubstantial details of
construction, corrective work or decoration of a purely cosmetic nature or
mechanical adjustments which remain to be done which taken together will not
materially interfere with Tenant’s quiet enjoyment and full utilization of the
entirety of the Expansion Space (“Punchlist Matters”) and
Landlord shall have delivered possession of the Expansion Space to the Tenant
(which delivery shall have occurred upon delivery of the keys to the Expansion
Space to Tenant).  Substantial Completion shall be deemed to have occurred
notwithstanding a requirement to complete Punchlist Matters.  Landlord
shall provide Tenant with notice of Landlord’s estimate of Substantial
Completion approximately ten (10) business days prior to Landlord’s good faith
estimate of when Substantial Completion is expected to occur (which notice
requirement, notwithstanding any contrary provisions of the Lease, may be
satisfied by delivering notice to the person identified as Tenant’s
representative in Section 6.1 of Exhibit B attached hereto), provided that such
notice shall represent Landlord’s good faith estimate only and shall not
constitute a representation, warranty or covenant as to Substantial Completion
occurring on the particular date stated in the notice; such notice shall have no
bearing on establishment of the Expansion Date; and Landlord shall have no
liability in the event Landlord’s good faith estimate is inaccurate. However,
Substantial Completion cannot occur unless Landlord shall have given the notice
to Tenant of the anticipated Substantial Completion date approximately ten (10)
business days prior to the good faith estimate of the Substantial Completion
date.

       

      Tenant’s
taking possession of the Expansion Space and/or commencing Tenant’s normal
business operations in the Expansion Space shall be deemed conclusive evidence
that, as of the Expansion Date, Landlord has Substantially Completed the Tenant
Improvements contemplated hereunder, except for any Punchlist Matters (as such
term is defined in Exhibit B attached hereto) to be completed as identified on
the Punchlist prepared by Landlord pursuant to Exhibit B.

       

      If for
any reason (including any Tenant Delay or Landlord’s inability to complete the
Improvements called for hereunder) Landlord is unable to deliver possession of
the Expansion Space to Tenant on the anticipated Expansion Date, this Third
Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant
for any damage resulting from Landlord’s inability to deliver such
possession.  However, Tenant shall not be obligated to pay the Fixed
Monthly Rent or Additional Rent that Tenant is required to pay for the Expansion
Space pursuant to this Third Amendment until the next business day after
Substantial Completion, subject to any Tenant Delay.  Except for such
delay in the commencement of Rent (but subject to any acceleration of the
Expansion Date as a result of any Tenant Delay), Landlord’s failure to give
possession on the anticipated Expansion Date shall in no way affect Tenant’s
obligations hereunder. If possession of the Expansion Space is not tendered by
Landlord within forty-five (45) days after the anticipated Expansion Date, then,
subject to any Tenant Delay, Tenant shall have the right to terminate the terms
of this Third Amendment only (and not the Lease) by giving written notice to
Landlord within ten (10) days after such failure. Landlord shall have ten (10)
business days after receipt of such notice to cure such failure and, if Landlord
has not cured the matter within such time period (subject to any Tenant Delay),
the entire Lease shall terminate upon a second (2nd)
written notice from Tenant after such failure to cure.  If such notice
of termination is not so given by Tenant within said ten (10) day time period,
then this Third Amendment shall continue in full force and effect.

       

      If, due
to Force Majeure, Landlord is unable to tender possession of the Expansion Space
within sixty (60) days after the anticipated Expansion Date (but subject to a
day for day extension for each day of a Tenant Delay), then this Third Amendment
and the rights and obligations of Landlord and Tenant under this Third Amendment
only shall terminate automatically, without further liability by either party to
the other, and without further documentation being required.

       

      
        	
                5.

              	
                Expansion of
      Premises.  As of the Expansion Date, the definition of
      the Premises shall be revised to include both Suite 688 and the Expansion
      Space and the same shall be renamed Suite 650, and wherever in the Lease
      the word “Premises” is found, it shall thereafter refer to both Suite 688
      and the Expansion Space together, as if the same had been originally
      included in said Lease. As of the Expansion Date, the Usable Area of the
      Premises shall increase from 3,883 square feet to 4,730 square feet and
      the Rentable Area of the Premises shall increase from 4,721 square feet to
      5,739 square feet.

              


      

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Landlord
engaged an independent third party space plan audit firm to measure the Usable
Area of the Expansion Space in accordance with the June, 1996 standards
published by  Building Owners’ and Managers’ Association (“BOMA”).  Based upon
such re-measurement Landlord has been advised that the accurate Usable Area of
the Expansion Space is approximately 3,603 square feet. Based on Landlord’s
deemed load factor as indicated herein below, the corrected Rentable Area of the
Expansion Space is hereby agreed to be approximately 4,331 square feet.  Landlord and Tenant
agree that Landlord is utilizing an add-on factor of 20.20% to compute the
Rentable Area of the Expansion Space.  Rentable Area herein is
calculated as 1.2020 times the estimated Usable Area, regardless of what the
actual square footage of the common areas of the Building may be, and whether or
not they are more or less than 20.20% of the total estimated Usable Area of the
Building. The purpose of this calculation is solely to provide a general basis
for comparison and pricing of this space in relation to other spaces in the
market area.

       

      
        	
                6.

              	
                Revision in Fixed
      Rent.  Commencing on the Expansion Date, and continuing
      through the last calendar day of the twelfth (12th)
      calendar month of the Expansion Term, the Fixed Monthly Rent payable by
      Tenant for the Premises shall be $23,242.95 per
  month.

              


      

       

      Commencing
the first calendar day of the thirteenth (13th)
calendar month of the Expansion Term, and continuing through the last calendar
day of the twenty-fourth (24th)
calendar month of the Expansion Term, the Fixed Monthly Rent payable by Tenant
for the Premises shall increase from $23,242.95 per month to $23,940.24 per
month.

       

      Commencing
the first calendar day of the twenty-fifth (25th)
calendar month of the Expansion Term, and continuing through the last calendar
day of the thirty-sixth (36th)
calendar month of the Expansion Term, the Fixed Monthly Rent payable by Tenant
for the Premises shall increase from $23,940.24 per month to $24,658.45 per
month.

       

      Commencing
the first calendar day of the thirty-seventh (37th)
calendar month of the Expansion Term, and continuing through the last calendar
day of the forty-eighth (48th)
calendar month of the Expansion Term, the Fixed Monthly Rent payable by Tenant
for the Premises shall increase from $24,658.45 per month to $25,398.20 per
month.

       

      Commencing
the first calendar day of the forty-ninth (49th)
calendar month of the Expansion Term, and continuing through the last calendar
day of the sixtieth (60th)
calendar month of the Expansion Term, the Fixed Monthly Rent payable by Tenant
for the Premises shall increase from $25,398.20 per month to $26,160.14 per
month.

       

      
        	
                7.

              	
                Revision to Tenant’s
      Share.  As of the Expansion Date, Tenant’s Share, solely
      as it relates to the Expansion Space, shall be
  4.82%.

              


      

       

      
        	
                8.

              	
                Revision to Base
      Year.  As of the Expansion Date, the Base Year for
      Tenant’s payment of increases in Operating Expenses solely for the
      Expansion Space shall be calendar year
2010.

              


      

       

      As of
July 1, 2011, the Base Year for Tenant’s payment of increases in Operating
Expenses, solely as it relates to Suite 688, shall be calendar year
2011.

       

      
        	
                9.

              	
                Modification to Security
      Deposit.  Landlord acknowledges that it currently holds
      the sum of $19,745.37 as a Security Deposit under the Lease, which amount
      Landlord shall continue to hold throughout the Expansion Term, unless
      otherwise applied pursuant to the provisions of the
      Lease.  Concurrent with Tenant’s execution of this Third
      Amendment, Tenant shall tender the sum of $81,414.77, which amount
      Landlord shall add to the Security Deposit already held by Landlord, so
      that thereafter, subject to application of such amounts to Fixed Monthly
      Rent as provided in Section 9.1, below, Landlord shall hold a total of
      $101,160.14 as a Security Deposit on behalf of Tenant. Tenant hereby
      waives the provisions of Section 1950.7 of the California Civil Code, and
      all other laws, statutes, ordinances or other governmental rules,
      regulations or requirements now in force or which may hereafter be enacted
      or promulgated, which (i) establish the time frame by which Landlord must
      refund a security deposit under a lease, and/or (ii) provide that Landlord
      may claim from the Security Deposit only those sums reasonably necessary
      to remedy defaults in the payment of rent, to repair damage caused by
      Tenant or to clean the Premises, it being agreed that Landlord may, in
      addition, claim those sums specified in Lease Article 18, and/or those
      sums reasonably necessary to compensate Landlord for any loss or damage
      caused by Tenant’s breach of the Lease or the acts or omission of Tenant
      or any Tenant Party. As used in the Lease a “Tenant Party” shall mean
      Tenant, any employee of Tenant, or any agent, authorized representative,
      design consultant or construction manager engaged by or under the control
      of Tenant.

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      9.1           Corresponding
Reduction to Security Deposit and Rent Offset.

       

      (a)           Subject
to Section 9.1(b) below and notwithstanding the foregoing provisions of Section
9 to the contrary, during the Expansion Term, the Security Deposit for the
Premises shall be reduced and a portion applied to the Fixed Monthly Rent
payable by Tenant for the Premises as follows:

       

      i)           on
first calendar day of the forty-ninth (49th)
full calendar month after the Expansion Date (“Month 49”) the Security
Deposit shall be reduced by the amount of $26,160.14, which shall be applied to
Fixed Monthly Rent due for Month 49, so that the balance of the Security Deposit
to be held throughout the remainder of the Expansion Term shall be
$75,000.00.

       

      (b)           Notwithstanding
the scheduled applications to Fixed Monthly Rent set forth above, in the event
Tenant commits a material default of any of its obligations under the Lease
prior to any of the scheduled applications of the Security Deposit to Fixed
Monthly Rent, and such material default continues after any applicable notice
and cure period, then the Security Deposit shall thereafter remain on deposit
with Landlord in the full amount then held and no additional reduction in the
Security Deposit shall occur thereafter.

       

      
        	
                10.

              	
                Parking.  As
      of the Expansion Date, Tenant shall purchase on a “must-take” basis two
      (2) unreserved parking permits and shall have the right but not the
      obligation to purchase an additional twelve (12) unreserved parking
      permits throughout the Expansion Term at the prevailing monthly Building
      parking rates in effect, which monthly rates may change from time to time,
      in Landlord’s sole discretion.

              


      

       

      
        	
                11.

              	
                Acceptance of Premises.
       Tenant
      acknowledges that (i) it has been in possession of Suite 688 for four (4)
      years, and (ii) to the best of Tenant’s knowledge, as of the date hereof,
      it has no claim against Landlord in connection with Suite 688 or the
      Lease.  Tenant has made its own inspection of and inquiries
      regarding the Expansion Space, which is already
      improved.  Therefore, except for the improvements to be
      completed by Landlord’s contractor pursuant to Exhibit B, attached hereto
      and made a part hereof by reference, Tenant accepts the Expansion Space in
      its “as-is” condition.  Tenant further acknowledges that
      Landlord has made no currently effective representation or warranty,
      express or implied regarding the condition, suitability or usability of
      the Suite 688, Expansion Space or the Building for the purposes intended
      by Tenant.

              


      

       

      
        	
                12.

              	
                Warranty of
      Authority.  If Landlord or Tenant signs as a corporation
      or limited liability company or a partnership, each of the persons
      executing this Third Amendment on behalf of Landlord or Tenant hereby
      covenants and warrants that the applicable entity executing herein below
      is a duly authorized and existing entity that is qualified to do business
      in California; that the person(s) signing on behalf of either Landlord or
      Tenant have full right and authority to enter into this Third Amendment;
      and that each and every person signing on behalf of either Landlord or
      Tenant are authorized in writing to do
so.

              


      

       

      If either
signatory hereto is a corporation, the person(s) executing on behalf of said
entity shall affix the appropriate corporate seal to each area in the document
where request therefor is noted, and the other party shall be entitled to
conclusively presume that by doing so the entity for which said corporate seal
has been affixed is attesting to and ratifying this Third
Amendment.

       

      
        	
                13.

              	
                Broker
      Representation.  Landlord and Tenant represent to one
      another that it has dealt with no broker in connection with this Third
      Amendment other than Douglas Emmett Management, LLC
      and CRESA Partners.  Landlord and Tenant shall hold one
      another harmless from and against any and all liability, loss, damage,
      expense, claim, action, demand, suit or obligation arising out of or
      relating to a breach by the indemnifying party of such
      representation.  Landlord agrees to pay all commissions due to
      the brokers listed above created by Tenant’s execution of this Third
      Amendment.

              


      

       

      
        	
                14.

              	
                Confidentiality.  Landlord
      and Tenant agree that the covenants and provisions of this Third Amendment
      shall not be divulged to anyone not directly involved in the management,
      administration, ownership, lending against, or subleasing of the Premises,
      other than Tenant’s or Landlord’s counsel-of-record or leasing or
      sub-leasing broker of record.

              


      

       

      
        	
                15.

              	
                Governing
      Law.  The provisions of this Third Amendment shall be
      governed by the laws of the State of
California.

              


      

       

      
        	
                16.

              	
                Reaffirmation.  Landlord
      and Tenant acknowledge and agree that the Lease, as amended herein,
      constitutes the entire agreement by and between Landlord and Tenant
      relating to the Premises, and
      supersedes any and all other agreements written or oral between the
      parties hereto.  Furthermore, except as modified herein, all
      other covenants and provisions of the Lease shall remain unmodified and in
      full force and effect.

              


      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                17.

              	
                Storage of Existing Furniture,
      Fixtures and Equipment from Suite 600. Tenant has informed Landlord
      that it intends to purchase or otherwise acquire all of the remaining
      furniture, fixtures and equipment in Suite 600 that were left behind by
      the previous tenant.  Landlord agrees to store such items for
      Tenant free of charge in Suite 600 between the date of this Third
      Amendment and the Expansion Date and use commercially reasonable efforts
      to assist Tenant in protecting such items from damage while work is being
      performed by Landlord’s Contractor in such Suite
  600.

              


      

       

      
        	
                18.

              	
                Submission of
      Document.  No expanded contractual or other rights shall
      exist between Landlord and Tenant with respect to the Expansion Space, as
      contemplated under this Third Amendment, until both Landlord and Tenant
      have executed and delivered this Third Amendment, whether or not any
      additional rental or security deposits have been received by Landlord, and
      notwithstanding that Landlord has delivered to Tenant an unexecuted copy
      of this Third Amendment.

              


      

       

      The
submission of this Third Amendment to Tenant shall be for examination purposes
only, and does not and shall not constitute a reservation of or an option for
the Tenant to lease the Expansion Space, or otherwise create any interest by
Tenant in the Expansion Space or any other portion of the Building other than
the original Suite 688 currently occupied by Tenant.  Execution of
this Third Amendment by Tenant and its return to Landlord shall not be binding
upon Landlord, notwithstanding any time interval, until Landlord has in fact
executed and delivered this Third Amendment to Tenant.

       

      


       

      IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this document, effective the later of the date(s)
written below.

       

       

      


       

      
        	
                LANDLORD:

                 

              	
                TENANT:

              
	
                DOUGLAS
      EMMETT 1993, LLC, a Delaware limited liability company

                 

                By:Douglas
      Emmett Management, LLC,

                a Delaware limited liability
      company,

                its
      Agent

                By:Douglas
      Emmett Management, Inc.,

                a
      Delaware corporation, its Manager

                By:/s/ MICHAEL J. MEANS

                Michael
      J. Means, Senior Vice President

                 

                Dated:  December 1,
      2009

                 

              	
                CytRx
      CORPORATION, a Delaware corporation

                 

                By:            /s/ STEVEN A. KRIEGSMAN

                Name:_________________________________

                Title:_________________________________

                 

                Dated:_________________________________

                 

                By:             /s/ JOHN Y. CALOZ

                Name:_________________________________

                Title: _________________________________

                 

                Dated:  December
      1, 2009