Incorporated in the State of Delaware February 28, 1985 SERIES B CONVERTIBLE PREFERRED STOCK (i) (See the reverse of this certificate for information on how to obtain a copy of the rights, preferences, privileges and restrictions of each class or series of shares)

Exhibit 4.2

Incorporated in the State of Delaware

February 28, 1985

SERIES B CONVERTIBLE PREFERRED STOCK

(i) (See the reverse of this certificate for information on how to obtain a copy of the

rights, preferences, privileges and restrictions of each class or series of shares)

THIS CERTIFIES that                                          is the record holder of                      shares of Series B Convertible Preferred Stock of CytRx Corporation, a Delaware corporation, transferable only on the share register of the corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned.

This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the Bylaws of the corporation and any amendments thereto, to all of which the holder of this certificate by acceptance hereby assents.

WITNESS the signatures of its duly authorized officers this     ^th day of     , 201    .

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE MADE TO THE OFFICE OF THE CORPORATION AT ITS PRINCIPAL BUSINESS OFFICE.