AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTS ___________________________________

This Amendment No. 1 to Stock Option Agreements (this "Amendment") is made and entered into on December 31, 2015 between CytRx Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Holder") in order to amend as set forth in this Amendment the following Stock Option Agreements (collectively, the "Original Option Agreements") between the Company and the Holder: (a) the Stock Option Agreement made part of the Grant Notice to the Holder dated October 12, 2009 pursuant to the Company's 2008 Stock Incentive Plan (as amended from time to time, the "Plan"); (b) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 14, 2010 pursuant to the Plan; (c) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 12, 2011 pursuant to the Plan; (d) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2013 pursuant to the Plan; and (e) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 15, 2014 pursuant to the Plan.

NOW, THEREFORE, for good and valuable consideration, the Company and the Holder hereby agree as follows:

"1.            VESTING.  Subject to acceleration of vesting as provided in the Plan and to the limitations contained herein, your option shall vest (become exercisable) as provided in your Notice of Award; provided, that your option shall  immediately vest in full upon FDA marketing approval of the Company's lead product candidate, aldoxorubicin; and provided further, that your option shall immediately vest in full upon the termination of your employment on or after January 1, 2016 (i) by the Company without 'Cause' or upon your resignation with 'Good Reason' (as  each such term is defined in the Employment Agreement dated as of December 31, 2015 between the Company and the Holder (the "Employment Agreement")) or (ii) due to your death or by the Company by reason of your 'Disability' (as defined in the Employment Agreement)."

"6.            TERM.  You may not exercise your option before the commencement of its term or after its term expires.  Notwithstanding any contrary provision of the Plan, the term of your option commences on the Date of Grant and expires at 5:00 P.M., Pacific Time, on the day immediately prior to the tenth anniversary of the Date of Grant irrespective of whether or not your service (as defined in the Plan) may have terminated prior to such expiration; provided, that in the event of the termination of your employment on or after January 1, 2016 (i) by the Company without 'Cause' or upon your resignation with 'Good Reason' (as each such term is defined in the Employment Agreement) or (iii) due to your death or by the Company by reason of your 'Disability' (as defined in the Employment Agreement), your option shall remain exercisable thereafter for its full term."

"PLAN.  The terms contained in the Plan are incorporated into and made a part of this Option Agreement and this Option Agreement shall be governed by and construed in accordance with the Plan.  In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Option Agreement, the provisions of the Plan shall be controlling and determinative; provided, however, that the accelerated vesting and exercise period set forth in the foregoing amendments to Sections 1 and 6 of this Option Agreement shall prevail over any contrary provision in the Plan and over any other provision of the Original Option Agreement."

The parties have executed this Amendment.

 

	CYTRX CORPORATION
	By:	/s/ STEVEN A. KRIEGSMAN
		Steven A. Kriegsman
		Title: Chairman of the Board and Chief Executive Officer
		HOLDER:
		/s/ DANIEL J. LEVITT, M.D., Ph.D.
		Daniel J. Levitt, M.D., Ph.D.