Sample Business Contracts

Placement Agent Agreement - CytRx Corp. and Dunwoody Brokerage Services Inc.

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                            Placement Agent Agreement

This Placement Agent Agreement  ("Agreement") dated as of September 15, 2003, is
entered into by and among CytRx Corporation  ("CytRx" or the "Company"),  having
its  business  office  located at 11726 San Vincente  Boulevard,  Suite 650, Los
Angeles,  CA 90049, and Dunwoody Brokerage  Services,  Inc. ("DBS"),  having its
principal  office located at 4243 Dunwoody Club Drive,  Suite 200,  Atlanta,  GA

The Company has entered into an engagement  letter with  Cappello  Capital Corp.
("Cappello")  under  which  Cappello  is to  serve  as the  Company's  exclusive
placement agent for any financing  transaction,  including the proposed  private
placement  in  a  "PIPE"  transaction   involving  the  sale  of  securities  to
institutional   investors   (the   "Offering").   Cappello  has  agreed  to  our
participation in the Offering on the terms set forth herein.

For good  consideration,  the receipt and sufficiency of which are acknowledged,
DBS and CytRx hereby agree as follows:

I.       Scope of Services to be Provided by DBS

DBS will provide the following services during the term of this Agreement.

Capital Raising

The Company currently anticipates raising up to USD$8.5 million in the Offering.
The actual terms of the Offering will depend on market  conditions,  and will be
subject  to  negotiation  among  the  Company,  Cappello,  DBS  and  prospective
investors;  provided,  however, that all terms must be acceptable to the Company
in its sole and absolute discretion.

Although we cannot guarantee CytRx that we will be able to raise new capital, we
will conduct the offering on a best efforts  basis.  We will offer the Company's
securities  in the Offering only to those  investors  listed in Exhibit A hereto
and any other  investors that Cappello and the Company in their sole  discretion
jointly agree to in writing  (collectively,  the "DBS  Investors").  The Company
will have no obligation to accept any subscription from any proposed investor in
the  Offering  or  any  minimum  aggregate  amount  of  subscriptions  from  DBS

II.      Compensation and Other Provisions Relating to Fees

A.       Compensation to DBS

DBS shall be entitled to the following compensation in connection herewith:

         1.       Cash Fee

                  Upon receipt and  acceptance of any funds from a DBS Investor,
                  CytRx  agrees to pay DBS a cash fee of 3.75% of the  aggregate
                  purchase price of the securities  placed at the closing of the
                  Offering ("Initial Closing Date").


         2.       Warrant

                  In addition,  DBS shall receive a Warrant  ("DBS  Warrant") to
                  purchase a number of shares of common stock equal to 3% of the
                  number of shares of common stock purchased by the DBS Investor
                  in the Offering.

                  The DBS Warrant  shall be  delivered  at the  Initial  Closing
                  Date, registered on the DBS Investor's Registration Statement,
                  and shall be  exercisable  any time  until the  seventh  (7th)
                  anniversary of the Initial  Closing Date hereof at one hundred
                  percent  (100%) of the initial  exercise price of the warrants
                  issued to the DBS Investors in the Offering, and shall provide
                  for cashless exercise provisions.

III.     Representations and Warranties

         a)       The  Company   hereby   authorizes  DBS  to  transmit  to  the
                  prospective   purchasers  of  the  securities  copies  of  the
                  Company's most recent filings with the Securities and Exchange
                  Commission,  together with summary materials, if any, approved
                  in writing by the Company.

         b)       The Company  agrees  that CytRx will enter into  subscription,
                  registration rights and other customary  agreements,  and that
                  CytRx's   counsel  will  supply  an  opinion   letter  on  the
                  transaction  in form and substance  reasonably  acceptable to,
                  and addressed to, DBS and the investors.

         c)       The Company  further  agrees that DBS may rely upon, and are a
                  third   party   beneficiary   of,  the   representations   and
                  warranties,   and  applicable  covenants,  set  forth  in  any
                  agreements with investors in the Offering.

         d)       DBS represents that the only investors to which it has offered
                  the Company's securities are listed in Exhibit A hereto.

IV.      Status/Liability of DBS

When performing any of the services  described herein, or in connection with any
special  business  assignment,   DBS  shall  be  deemed  to  be  an  independent
contractor. Except as expressly provided for in writing by CytRx, DBS shall have
no authority to act unilaterally on behalf of CytRx.

DBS will use its best efforts in performing its duties hereunder.  DBS shall not
be liable to CytRx, for errors in judgment or for any other action undertaken or
omitted  hereunder  unless such error or action  involves  willful  malfeasance,
gross  negligence  or fraud.  Except  as  hereunder  provided,  DBS shall not be
accountable for any loss suffered by any of them.

DBS's ability to complete its assignments described herein in a satisfactory and
timely way is  dependent  upon the  provision by CytRx of corporate or financial
records and available diligence  materials,  and such other information that DBS
deems material to effective completion of its work. It is further understood and
agreed  that  DBS  and/or  its  designees  may  rely  on the  accuracy  of  such
information  provided  by CytRx and CytRx  shall be solely  responsible  for the
accuracy and completeness of such records and information.


It is also  specifically  understood  that CytRx will employ  independent  legal
counsel to advise it as to contract, tax, international laws and regulations and
securities  considerations in connection  herewith and with all of the financing
transactions  resulting  here from, and that all financing  documents  should be
reviewed and approved by such counsel prior to the  consummation  of any finance

CytRx, its corporate  affiliates or its designees and successors hereby agree to
indemnify  DBS  and  each  of  its  officers,  directors,  trustees,  governors,
employees,  partners,  shareholders,  beneficiaries  or  agents  of  any  of the
entities  comprising  DBS,  against  all cost and  expenses,  including  but not
limited to,  reasonable  attorney's  fees,  for any claim by third  parties made
against any of them arising out of or relating to this Agreement and all related
agreements,  provided that such indemnity shall not apply if DBS shall have been
found guilty of willful  malfeasance,  gross  negligence or fraud by a competent
court of final jurisdiction.

V.       Other Activities

DBS, its  affiliates,  designees  and assigns,  now render and will  continue to
render investment banking services, financial advisory,  management services and
the like,  to other  companies  which may  conduct  business  similar to that of
CytRx.  DBS shall be free to render such advice and  services  according  to its
sole discretion and CytRx hereby consents thereto.  Similarly,  DBS shall not be
required  to devote full time and  attention  to the  performance  of the duties
specified  under this  Agreement  but shall only  devote so much of its time and
attention as it deems reasonable and/or necessary for such purposes.

VI.      Confidentiality and Non-Disclosure

DBS  acknowledges  that it is being  provided  with,  and will in the  future be
provided with,  confidential and proprietary information concerning the business
and operations of CytRx and that such information  constitutes  confidential and
proprietary  information  owned  solely by CytRx.  Without the  express  written
consent of CytRx, DBS may not disclose to any person, legal entity or government
agency  any such  information  except (i) to the  extent  that such  information
otherwise is generally known to the public;  (ii) pursuant to the written advice
of counsel  that  disclosure  by DBS is required  under  applicable  law,  after
providing CytRx with reasonable advance notice of such proposed  disclosure;  or
(iii)  pursuant  to Court  order.  Under no  circumstances  may DBS use any such
information  for the benefit of DBS or third parties without the express written
consent of CytRx. In cases where disclosure is made with express written consent
of CytRx, DBS may nevertheless  disclose such information only upon receipt of a
confidentiality agreement from the person to whom such disclosure is to be made,
substantially in the form of this paragraph, and stated to be for the benefit of


VII.     Miscellaneous

A.       Term

This  Agreement  shall  continue  in effect for an  initial  period of three (3)
months from the date of execution. If the Agreement is renewed subsequent to the
expiration  of the initial  period then the Agreement  shall  continue in effect
until  terminated by either DBS or CytRx by 30 days prior written  notice to the
other parties hereto. In the event that this Agreement is terminated, all earned
but unpaid fees or expense of any kind due DBS or its  successors  or  designees
shall be paid in full prior to the effective date of the termination.

B.       Non-Circumvention

Any potential DBS Investor who DBS introduces  (via  conference  call,  visit or
other  means)  to CytRx  shall  be  considered  for  purposes  of this  Letter a
protected investor of DBS, whether or not such DBS Investor  participates in the
offering(s)  contemplated by this Letter. Note that the aforementioned protected
potential  DBS  Investors  shall be listed on Exhibit A. In the event that CytRx
accepts an  investment  from a DBS  Investor  for a period of 24 months from the
date of introduction  of said DBS Investor,  CytRx agrees to pay to DBS a fee as
stated in Section II.  Compensation and Other Provisions Relating to Fees at the
time of closing.

C.       No Obligation

CytRx  may,  in their  sole and  absolute  discretion,  choose not to accept any
investment with any DBS Investor.  CytRx shall have no obligation to pay DBS any
fees or issue any Stock or warrants to DBS to the extent that CytRx  rejects any
proposed  investor  and any  future  investment  from said DBS  Investor  is not
covered under Section VI. B. Non-Circumvention.



D.       Venue

This Agreement shall be construed and  interpreted  according to the Laws of the
State of California  applicable to  agreements to be performed  entirely  within
such State.

E.       Entire Agreement

This  Agreement  constitutes  the  entire  Agreement  between  the  parties  and
supersedes  and  cancels  any and all  prior  or  contemporaneous  arrangements,
understandings  and  agreements,  written or oral,  between them relating to the
subject matter hereof.

F.       Effectiveness

This Agreement shall be deemed in force at the time the Agreement is executed by
both parties.

The  undersigned  have executed this  Agreement as of this 15th day of September


By:    /s/ Robert L. Hopkins
Robert L. Hopkins

Date:  September 15, 2003


By:  /s/ Steven Kreigsman
Steven Kriegsman
Chief Executive Officer



                           CytRx Corporation ("CytRx")

                                    Exhibit A

Pursuant to the executed Placement Agent Agreement  ("Agreement"),  CytRx hereby
confirms that DBS has permission to introduce CytRx to:

o        WEC Partners, LLC

o        Crescent International Ltd.

o        OTATO Limited Partnership

o        RAM Capital Resources, LLC

The above named  investor(s)  shall be covered under the terms as agreed upon in
the executed Letter. This signed Exhibit A will act as written  confirmation for
DBS to make this/these introduction(s).

By:    /s/ Steven Kriegsman
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