REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered into as of May __, 2004, by and
between CytRx Corporation, a Delaware corporation (the "Company"), and Madison & Wall Worldwide, Inc.
("M & W").
WHEREAS, pursuant to that certain Mutual and General Release of All Claims, dated as of May __, 2004, by
and between the Company and M & W (the "Mutual Release"), the Company agreed to issue 200,000 shares of
its common stock to M & W; and
WHEREAS, pursuant to the Mutual Release, the Company agreed to provide certain registration rights under the
Securities Act of 1933, as amended, with respect to the Common Shares (as defined below).
NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and
other good and valuable consideration, the receipt and legal adequacy of which are hereby acknowledged by the
parties, the Company and M & W hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls or is controlled
by or under common control with such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "affiliated," "controlling" and "controlled" have meanings correlative to the foregoing.
"Blackout Period" shall have the meaning set forth in Section 3(m).
"Board" shall have the meaning set forth in Section 3(m).
"Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which
banking institutions in the state of California generally are authorized or required by law or other government
actions to close.