Exhibit
4.2


 


RIGHTS
CERTIFICATE


 


This
certifies that                  , or
its registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the holder thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of December 13, 2019, as the same may be amended
from time to time (the “Rights Agreement”), between CytRx Corporation, a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to purchase from
the Company at any time after the Distribution Date and prior to 5:00 p.m., New York City time, on December 13, 2029 at the office
or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid,
non-assessable share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred
Stock”), of the Company, at a purchase price of $5.00 per one one-thousandth share of Preferred Stock (the “Purchase
Price”), upon presentation and surrender of this Rights Certificate with the Election to Purchase and related Certificate
duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share as set forth above, are the number and Purchase Price as of
[INSERT DISTRIBUTION DATE], based on the Preferred Stock as constituted at such date, and are subject to adjustment upon the happening
of certain events as provided in the Rights Agreement. Capitalized terms used and not defined herein shall have the meanings specified
in the Rights Agreement.


 


From
and after the occurrence of a Section 11(a)(ii) Event or Section 13 Event, the Rights evidenced by this Rights Certificate beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person
who, concurrently with or after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person
shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence
of such Section 11(a)(ii) Event or Section 13 Event.


 


The
Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction
where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction
shall not have been obtained or be obtainable.


 


As
provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities
which may be acquired upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment
upon the happening of certain events, including Triggering Events.


 


This
Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent,
the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability
of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file
at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent.


 


This
Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced
by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate
shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain
circumstances at its option at a redemption price of $0.001 per Right at any time prior to the earlier of the Close of
Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date occurred prior
to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date.
Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds
of the members of the Board.


 




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At
any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding
Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other
equity securities of the Company which are deemed by the Board to have the same value as shares of Common Stock, subject to adjustment.


 


No
fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.


 


No
holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder
of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of
the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.


 


This
Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Rights Agent.


 


WITNESS
the facsimile signature of the proper officers of the Company.


 


Dated
as of                                ,


 


	 	 	CYTRX
    CORPORATION
	 	 	 	                 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Countersigned:	 	 
	 	 	 	 
	Dated as of                            ,	 	 
	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST


COMPANY, LLC,


as Rights Agent


	 	 
	 	 	 	 
	By:	 	 	 
	 	Authorized
    Signatory	 	 






 






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[Form
of Reverse Side of Rights Certificate]


 


FORM
OF ASSIGNMENT


 


(To
be executed by the registered holder if


such
holder desires to transfer the


Rights
Certificate.)









 


	FOR
    VALUE RECEIVED	 	 





 


	hereby
    sells, assigns and transfers unto	 
	 
	 





	(Please
    print name and address of transferee)
	 








 


this
Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                           
Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.


 


Dated:                                   ,


 


	 	 
	 	Signature


 


Signature
Guaranteed:


 




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Certificate


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)
this Rights Certificate [  ] is [  ] is not being sold, assigned and transferred by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights
Agreement); and


 


(2)
after due inquiry and to the best knowledge of the undersigned, it [  ] did [  ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate of any such Person.


 


	Dated:                                         ,	 
	 	Signature


 


Signature
Guaranteed:


 




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NOTICE


 


The
signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever.


 


Signatures
must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Rights Agent.


 


In
the event the certification set forth above is not completed, the Company will deem the beneficial owner of the Rights evidenced
by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and, in the case of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights
Certificate.


 




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FORM
OF ELECTION TO PURCHASE


 


(To
be executed if the registered holder


desires
to exercise Rights represented


by
the Rights Certificate.)


 


To:


 


The
undersigned hereby irrevocably elects to exercise                        ,
Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights
(or such other securities of the Company or of any other person or such other property which may be issuable upon the exercise
of the Rights) and requests that certificates for such shares (or such other securities of the Company or of any other person
or such other property as may be issuable upon the exercise of the Rights) be issued in the name of and delivered to:


 





	 
	(Please
    print name and address)
	 




 





Please
insert social security


or
other identifying number:


 


If
such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance
of such Rights shall be registered in the name of and delivered to:


 





	 
	(Please
    print name and address)
	 




 








Please
insert social security


or
other identifying number:


 


	 	 


 


Dated:                       ,


 


	 	 
	 	Signature


 


Signature
Guaranteed:


 






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Certificate


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)
the Rights evidenced by this Rights Certificate [  ] are [  ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights
Agreement); and


 


(2)
after due inquiry and to the best knowledge of the undersigned, the undersigned [  ] did [  ] did not acquire
the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate
of any such Person.


 


	Dated:                              ,	 
	 	Signature


 


Signature
Guaranteed:


 




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NOTICE


 


The
signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change whatsoever.


 


Signatures
must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Rights Agent.


 


In
the event the certification set forth above is not completed, the Company will deem the beneficial owner of the Rights evidenced
by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and, in the case of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights
Certificate.


 




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