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EXHIBIT 2.2
PRIVATE SECURITIES SUBSCRIPTION AGREEMENT
CYTRX CORPORATION
(REGULATION "D")
THIS PRIVATE SECURITIES SUBSCRIPTION AGREEMENT (hereinafter the
"Agreement") has been executed by the undersigned in connection with the
purchase in a private placement pursuant to Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act"), of certain debentures (hereinafter
the "Debentures"), convertible into shares of common stock (hereinafter the
"Shares"), and certain share purchase warrants (hereinafter the "Warrants") from
CytRx Corporation ("CYTR") 154 Technology Parkway, Technology Parkway, Atlanta,
Georgia, 30092, USA, a corporation organized under the laws of Delaware
(hereinafter the "COMPANY" or "SELLER") by Name: Excalibur Limited Partnership,
c/o H&H Securities Limited located at: 205 Vesta Drive; City: Toronto;
Province/State: Ontario; Zip/Postal Code: M5P 3A1; Country: Canada a limited
partnership organized under the laws of Ontario and Canada (hereinafter
"Buyer"). SELLER and BUYER (hereinafter collectively the "parties") each hereby
represents, warrants and agrees as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE:
(i) SELLER and BUYER are executing and delivering this
Agreement in reliance upon the exemption from securities registration
afforded by Rule 506 under Regulation D ("Regulation D") as promulgated
by the United States Securities and Exchange Commission (the
"Commission") under the Securities Act; and
(ii) BUYER hereby subscribes for Four Hundred Thousand
Dollars (USD $400,000) U.S. principal amount of Debentures,
substantially in the form attached as Exhibit A to and forming an
integral part of this Agreement.
(iii) BUYER will receive 8,000 Warrants substantially in the
form attached as Exhibit B to and forming an integral part of this
Agreement. Each Warrant will entitle BUYER to purchase one treasury
Common Share at the price of $5.68. The Warrants will expire two (2)
years after the Closing; and
(iv) BUYER shall on or before the Closing execute a copy of
the Registration Rights Agreement (the "Registration Rights Agreement")
substantially in the form attached as Exhibit "A" to and forming an
integral part of this Agreement.
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2. BUYER'S REPRESENTATIONS
BUYER represents and warrants follows:
(i) Authorization: Such BUYER has full power and authority
to enter into this Agreement, the Debenture, the Warrant and the
Registration Rights Agreement (collectively, the "Transaction
Documents") and that the Transaction Documents, when executed and
delivered will constitute a valid and legally binding obligation of
BUYER in accordance with their terms, subject to (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws now or hereafter in effect relating to creditors' rights
and (B) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceedings
therefor may be brought and (C) to the extent that the indemnification
provisions contained in the Registration Rights Agreement may be
limited by applicable laws.
(ii) Purchase Entirely for Own Account. This Agreement is
made with BUYER in reliance upon BUYER'S representation to the Company,
which by such BUYER'S execution of this Agreement BUYER hereby
confirms, that the Debentures and Warrants to be purchased by BUYER and
the Common Stock issuable upon conversion thereof (collectively, the
"Securities") will be acquired for investment for BUYERS own account,
not a nominee as agent, and not with a view to the resale or
distribution of any part thereof. By execution of this Agreement, Buyer
further represents that Buyer does not have any contract, undertaking,
agreement or arrangement with any person, to sell, transfer or grant
participation to such person or to any third person, with respect to
any of the Securities.
(iii) Reliance Upon BUYER'S Representations. BUYER
understands that the Debentures and the Warrants are not, and any
Common Stock acquired on conversion thereof at the time of issuance may
not be, registered under the Securities Act on the ground that the sale
provided for in this Agreement and the issuance of securities hereunder
is exempt from registration under the Securities Act pursuant to
Section 4(2) thereof and that the Company's reliance on such exemption
is predicated on the BUYERS' representations set forth herein. Buyer
also understands that no prospectus or offering memorandum has been
received by Buyer or filed by the Seller with any Canadian securities
commission or similar authority in connection with the sale of the
Debentures and Warrants, and that no prospectus or offering memorandum
shall be received by the Seller or so filed by Buyer in connection with
any sale of Shares issued on the conversion of the Debentures or
Warrants, and that as a result the Buyer will be unable to rely upon
civil or contractual remedies that might otherwise be available to it
if the Debentures, Warrants and/or Shares had been issued by the Seller
by way of a prospectus or offering memorandum, respectively, and the
prospectus or offering
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memorandum, as the case may be, contained a misrepresentation as that
term is defined in the Securities Act (Ontario).
(iv) Buyer is not a corporation, syndicate, partnership or
other form of unincorporated entity or corporation created solely to
permit the purchase of the Securities by a group of individuals who
individual share in the aggregate acquisition cost of the Securities
is less than $150,000 and Buyer is not purchasing the Securities as
the result of an advertisement of the Securities, including an
advertisement in printed media of general and regular paid
circulation, radio or television.
(v) BUYER believes BUYER has received all the information
BUYER considers necessary or appropriate for deciding whether to
purchase any of the Securities. BUYER further represents that BUYER
has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering any of the
Securities and the business, properties, prospects, and financial
condition of the Company and to obtain additional information (to the
extent the Company possessed such information or could acquire it
without reasonable effort or expense) necessary to verify the accuracy
of any information furnished to BUYER or to which BUYER had access.
(vi) BUYER represents that BUYER is experienced in
evaluating and investing in private placement transactions of
securities of companies in a similar stage of development and
acknowledges that BUYER is able to fend for himself, herself or itself,
can bear the economic risk of BUYER'S investment, and has such
knowledge and experience in financial and business matters that BUYER
is capable of evaluating the merits and risks of the investment in the
Debentures and Warrants. If other than an individual, BUYER also
represents BUYER has not been organized for the purpose of acquiring
the Debentures and Warrants.
(vii) The BUYER represents that BUYER is an Accredited
Investor.
The term "Accredited Investor" as used herein refers to:
(1) A person or entity who is a direct or executive
officer of the Company;
(2) Any bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association
or other institution as defined in section 3(a)(5)(A)
of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or
dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934; any insurance
company as defined in Section 2(13) of the Securities
Act; any investment company registered under the
Investment Company Act of 1940 or a business
development company as
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defined in Section 2(a(48) of that Act; any Small Business
Investment Company licensed by the U.S. Small Business
Administration under Section 301 (c) or (d) of the Small
Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section
3(21)of such Act, which is either a bank, savings and loan
association, insurance company or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by the persons that are
Accredited Investors.
(3) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(4) Any organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;
(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of the purchase
exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a person who has such
knowledge and experience in financial and business matters
that he or she is capable of evaluating the merits and risks
of the prospective investment; or
(8) Any entity in which all of the equity owners are Accredited
Investors.
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As used in this Paragraph 3.(vii) the term "net worth" means the
excesses of total assets over total liabilities. For the purpose of
determining a person's net worth, the principal residence owned by an
individual should be valued at fair market value, including the cost of
improvements, net of current encumbrances. As used in this paragraph
"income" means actual economic income, which may differ from adjusted
gross income for income tax purposes. Accordingly, Buyer should
consider whether Buyer should add any or all of the following items to
Buyer's adjusted gross income for income tax purposes in order to
reflect more accurately Buyer's actual economic income; any amounts
attributable to tax-exempt income received, losses claimed as a limited
partner in any limited partnership, deductions claimed for depletion,
contributions an IRA or keogh retirement plan, and alimony payments.
(viii) BUYER understands that the Securities may not be sold,
transferred or otherwise disposed of in the United States without
registration under the Securities Act or an exemption therefrom, and
that in the absence of an effective registration statement covering any
of the Securities or an available exemption from registration under the
Securities Act, the Securities must be held indefinitely. In
particular, BUYER is aware that the Securities may not be sold pursuant
to Rule 144 promulgated under the Securities Act unless all of the
condition of that Rule are met. BUYER also understands that any resale
of the Securities must be conducted in accordance with the applicable
requirements of the Securities Act (Ontario).
(ix) Buyer acknowledges that no person has made to Buyer any
written or oral representations:
(i) that any person will resell or repurchase the
Securities;
(ii) that any person will refund the purchase price of the
Securities; and
(iii) as to the future price or value of the Securities.
3. SELLER'S REPRESENTATIONS
SELLER represents and warrants as follows:
(i) SELLER has not conducted any general solicitation or
general advertising (as defined in Regulation D) with respect to any
of the Securities offered hereby;
(ii) The Debentures, when issued and delivered pursuant to
the terms of this Agreement, will have been duly authorized, executed,
issued and delivered and will constitute valid and legally binding
obligations of the Company in
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accordance with their terms, subject to (A) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws now
or hereafter in effect relating to creditors' rights and (B) that the
remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceedings therefor may be
brought and (C) to the extent that the indemnification provisions
contained in the Registration Rights Agreement may be limited by
applicable laws.
(iii) The Shares, when issued and delivered upon conversion
of the Debentures in accordance with their terms, will be duly and
validly authorized and issued, fully-paid and non assessable and will
not subject the holders thereof to personal liability by reason of
being such holders. There are no preemptive rights of any shareholder
of SELLER with respect to the Shares contained in SELLER'S Certificate
of Incorporation or any agreement to which SELLER is a party;
(iv) This Agreement has been duly authorized, validly
executed and delivered on behalf of SELLER and is a valid and binding
agreement of SELLER in accordance with its terms, subject to (A)
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws now or hereafter in effect relating to
creditors' rights and (B) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought and (C) to the extent that the
indemnification provisions contained in the Registration Rights
Agreement may be limited by applicable laws.
(v) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and will not conflict with or result in a breach by SELLER of any of
the terms or provisions of, or constitute a default under, the
certificate of incorporation (or charter) or by-laws of SELLER, or any
indenture, mortgage, deed of trust or other material agreement or
instrument to which SELLER is a party or by which it or any of its
properties or assets are bound, or any existing applicable decree,
judgment or order of any court, federal or state regulatory body,
administrative agency or other governmental body having jurisdiction
over SELLER or any of its properties or assets;
(vi) No authorization, approval or consent of or filing with
any federal, state or local governmental body of the United States is
legally required for the issuance and sale of the Debentures and
(provided no commission or other remuneration is paid or given
directly or indirectly by SELLER for soliciting such conversion) the
issuance of the Shares upon conversion of the Debentures in accordance
with their terms, as contemplated by this Agreement, except the filing
of a Form D with the Commission;
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(vii) To the best of the Company's knowledge after reasonable
investigation, the information contained in the Company's Annual
Report on Form 10K for the year ended December 31, 1996, Proxy
statement relating to the Annual Meeting of Shareholders held on June
26, 1997 or Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, as filed with the Commission does not contain any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstance under which they are made, not misleading. Since
September 30, 1997, there has been no material adverse development in
the business, properties, operations, financial condition or results
of operations of SELLER.
(viii) SELLER will issue one or more certificates representing
the Debentures in the name of BUYER in such denominations (in
multiples of $25,000) to be specified by BUYER prior to closing and
will issue one or more certificates representing the Shares in such
denominations to be specified by Buyer upon conversion of the
Debentures. SELLER further warrants that the Debentures and the Shares
shall be transferable on the books and records of SELLER as and to the
extent provided in the Transaction Documents, subject to compliance
with Federal and State securities laws. Nothing in this Section shall
affect in any way BUYER'S obligations and agreement to comply with all
applicable securities laws upon resale of the Securities.
4. CLOSING. Debentures and Warrants shall be delivered to BUYER
and the funds therefor shall be delivered to SELLER on the 22nd day of
October, 1997 (the "Closing") or at such time to be mutually agreed in
accordance with the following procedures.
SELLER shall execute the appropriate copies of the
Transaction Documents (the "Seller's Closing Documents") and
deliver the executed documents to Gowling, Strathy & Henderson,
counsel for BUYER, with instructions to hold the documents in trust
and not to release the documents to BUYER until advised to do so by
SELLER. BUYER shall execute the appropriate copies of the Transaction
Documents (the "BUYER'S Closing Documents") and deliver the executed
documents to Alston & Bird, counsel for SELLER, with instructions to
hold the documents in trust and not to release the documents to
SELLER until advised to do so by BUYER.
Immediately after BUYER has confirmed that its counsel has
received the SELLER'S Closing Documents executed by SELLER, then BUYER
shall pay to SELLER the principal amount of the Debentures for which
BUYER subscribed (the "Purchase Price"). BUYER shall pay the Purchase
Price, less all appropriate legal fees and commissions by wire
transfer of immediately available funds in accordance with the
following instructions:
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Mellon Bank, Pittsburgh, P.A.
ABA# 0430-0026-1
Credit: Merrill Lynch
Acct# 101-1730
For further credit to CytRx Corporation
Acct# 701-96D69
On the banking day that SELLER has confirmed that its counsel
has received the BUYER'S Closing Documents and is credited with having
received the Purchase Price (the "Closing Date"), SELLER shall advise
BUYER. Immediately thereafter, SELLER shall advise Gowling, Strathy &
Henderson to release the SELLER'S Closing Documents to BUYER and BUYER
shall advise Alston & Bird to release the BUYER'S Closing Documents to
SELLER. The Transaction Documents shall not be deemed to have been
delivered except in accordance with the procedure described in this
Section 4.
If the Closing Date does not occur before October 23, 1997,
then either party may terminate this Agreement immediately upon written
notice to the other party and all Transaction Documents shall be deemed
to be null and void.
5. CONDITIONS TO CLOSING
(i) BUYER understands that SELLER'S obligation to sell the
Debentures and the Warrants is conditioned upon the receipt in
immediately available funds of the amount set forth in Paragraph 1
hereof and an opinion of counsel substantially in the form attached as
D to and forming an integral part of this Agreement, SELLER shall have
the right to reject any given Agreement which is tendered to SELLER,
for the reason that SELLER reasonably believes any representations and
warranties of BUYER to be untrue and in such event SELLER shall provide
BUYER written notice of such rejection and the reason therefore and
shall provide reasonable opportunity for a response to such stated
reason. Also, SELLER may decline to accept this Agreement for any other
reason which in the sole discretion of SELLER may materially affect
SELLER.
(ii) SELLER understands that BUYER'S obligation to purchase
the Debentures is conditioned upon delivery of certificate(s)
representing Debentures as described in Paragraph 1(ii) hereto and
provision of an opinion of counsel attached as Exhibit E substantially
in the form and forming an integral part of this Agreement.
6. SELLER'S OPTION ADDITIONAL $2,000,000 TO BUYER AND
OTHER CONCURRENT BUYERS CONVERSION AND
WARRANT PRICE
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SELLER shall have the option (the "Option") to require BUYER to
purchase Four Hundred Thousand Dollars (USD $400,000) of additional
Debentures at any time between 90 and 270 days (the "Option Period")
after the Shelf Registration (as defined in the Rights Registration
Agreement) has been declared effective by the Commission subject to the
following conditions:
(i) The ten day Average Closing Bid Price of the Shares
shall not be below $3.50 per share on (a) the day SELLER gives BUYER
notice of SELLER'S election to exercise this Option and (b) the day
before the closing of the Option;
(ii) SELLER shall not be in default under any material
borrowings from any financial institution or other persons;
(iii) the class of common stock into which the Debentures are
convertible shall continue to be listed by Nasdaq; or
(iv) the Company shall not have been convicted of any fraud
in the sale of its securities.
The closing of the purchase of the additional Debentures will take
place 10 business days after the day of SELLER'S notice to BUYER.
With the exception of any further option in favour of SELLER, and the
Conversion Price and Warrant Price and the maturity dates which will
have to be reset, the terms and conditions in connection with the
funding and closing of the Option will be the same as those relating to
the initial funding of October, 1997.
Provided however if the Black-Out Period as defined in Section 1(ii) of
the Debenture is invoked, then the actual number of days of the
Black-Out Period shall be added to each of the 90 and 270 days
comprising the Option Period.
If the Option is completed:
"Average Closing Bid Price" for the purposes of this Section 6 means
the average of the daily last bid price for the shares of Common Stock
for the five (5) or ten (10), as the case may be, consecutive trading
days on which such shares are actually traded as over-the-counter
securities and quoted on Nasdaq National Market (as reported by
Bloomberg Business News, or, if not reported thereby, any other
authoritative source selected by the Company ending at the close of the
trading on the trading day immediately preceding the measurement date.
"Conversion Price" shall mean the lessor of (A:) one hundred ten
percent (110%) of the five day Average Closing Bid Price, calculated
using the closing date as the measurement date, or (B) eighty five
percent (85%) of the ten day Average
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Closing Bid Price calculated using the date of conversion as the
measurement date, provided, however, but if the holder will have
delivered a Forbearance Request to the Company in accordance with what
is presently Section 5(ii) of the Debenture used in the October 1997
Closing, within twenty-four (24) hours before it will have delivered a
conversion notice of the Company in accordance with what is presently
Section 4.3.1 of the Debenture, then the ten day Average Closing Bid
Price for the portion of the debenture that the Holder will have
identified in the Forbearance Request shall be calculated using either
the date of conversion or the date the Company actually received such
Forbearance Request as the measurement date, whichever results in a
lower Conversion Price.
"Exercise Price" for per share under each Warrant shall be one hundred
ten percent (110%) of the five day Average Closing Bid Price
calculated as of the Closing Date of the Option. The Exercise Price
shall be paid in cash.
"Right of First Refusal Period" shall mean the period that begins on
the Closing Date and ends on the earlier of (a) the closing date of
the Option, (b) the refusal of Buyer to purchase the Debentures
covered by the Option because Seller failed to meet the conditions set
forth in clauses (i) to (iv) above, or (c) the end of the Option
Period.
The "closing date" means the closing date of the Option.
If, during the Right of First Refusal Period, but only ninety (90)
days after the Closing Date the Company proposes to undertake an
issuance of any securities pursuant to Regulations D or S promulgated
under the Securities Act (the "New Securities"), then the Company
shall give written notice of the Company's intention to BUYER,
describing the type of the securities, and their price and the general
terms upon which the Company proposes to issue the same. The Debenture
is being issued in connection with debentures on similar terms to
Charles N. Eckert, David Kosloff, Pine Street Asset Management and
Gundyco in trust for R.R.S.P. 550-98866-19 (collectively, the "Other
Buyers"). Each of the BUYER and the Other Buyer who remain Accredited
Investors ("Qualified Buyer") shall have twenty (20) days after any
such notice is mailed or delivered to agree to purchase all of such
New Securities for the price and upon the terms specified in the
notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased. Each of the Qualified
Buyers shall be entitled to purchase New Securities in the proportion
of its purchase of Debentures and if one or more buyers decline, or is
not qualified, to so purchase, then the others, as the case may be,
shall be entitled to purchase the New Securities not taken by the
Qualified Buyer(s), as the case may be within the original twenty (20)
day period.
"New Securities" does not include (i) securities issued pursuant to
the acquisition of another business entity or segment of any such
entity by the Company by merger, asset purchase, stock purchase or
otherwise, (ii) any borrowings, direct or
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indirect, from financial institutions or other persons by the Company,
whether or not presently authorized, including any type of loan or
payment evidenced by any type of debt instrument, provided such
borrowings do not have any equity features including warrants, options
or other rights to purchase capital stock and are not convertible into
capital stock of the Company, (iii) securities issued to employees,
consultants, officers or directors of the Company pursuant to any
stock option, stock purchase or stock bonus plan, agreement or
arrangement, (iv) securities issued to vendors or customers or to
other persons in similar commercial situations with the Company, (v)
securities issued in connection with obtaining lease financing,
whether issued to a lessor, guarantor or other person, (vi) securities
issued in connection with any stock split, stock dividend or
recapitalization of the Company, or (vi) securities issued in
connection with corporate partnering transactions.
If the Qualified Buyers fail to exercise fully the right of first
refusal within the prescribed twenty (20) day period, then the Company
shall have one hundred twenty (120) days thereafter to sell or enter
into an agreement to sell the New Securities, at a price and on terms
no more favourable to the purchasers thereof than specified in the
notice to the Qualified Buyers. If the Company has not sold or entered
into an agreement to sell the New Securities in accordance with the
foregoing within the one hundred twenty (120) day period, then the
Company shall not thereafter issue or sell any New Securities, without
first again offering such securities to the Qualified Buyers in
accordance with this Section 6.
7. GOVERNING LAW; INTERPRETATION AND DISPUTES.
This Agreement shall be governed by and construed under the laws of
the State of Delaware and the laws applicable therein without regard
to its choice of law principles.
8. ARBITRATION
All disputes arising under this Agreement (other than claims in
equity) shall be resolved by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.
Arbitration shall be by a single arbitrator experienced in the matters
at issue and selected by the SELLER and BUYER in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall be held in such place in New York, New York, as
may be specified by the arbitrator (or any place agreed to by SELLER,
BUYER and the arbitrator). The decision of the arbitrator shall be
final and binding as to any matters submitted under this Agreement,
provided, however, if necessary, such decision and satisfaction
procedure may be enforced by either SELLER or BUYER in any court of
record having jurisdiction over the subject matter or over any of the
parties to this Agreement. All costs and expenses incurred in
connection with any such arbitration proceeding (including reasonable
attorneys fees) shall be borne by
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the party against which the decision is rendered, or, if no decision
is rendered, such costs and expenses shall be home equally by SELLER
as one party and BUYER as the other party. If the arbitrator's
decision is a compromise, the determination of which party or parties
bears the costs and expenses incurred in connection with any such
arbitration proceeding shall be made by the arbitrator on the basis of
the arbitrator's assessment of the relative merits of the parties'
positions.
9. CONFIDENTIALITY.
The parties hereto agree to maintain the confidentiality of this
Agreement and not to disclose to any person or entity information
concerning the transaction contemplated hereby unless required by law
to do so.
10. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement among the parties
hereof with respect to the subject matter hereof and supersedes any
and all prior or contemporaneous representations, warranties,
agreements and understandings in connection therewith. This Agreement
may be amended only by a writing executed by all parties hereto. This
Agreement may be executed in counterparts and the facsimile
transmission of an executed counterpart to this Agreement shall be
effective as an original.
[Signatures begin on next page]
11. FULL NAME AND ADDRESS OF BUYER FOR REGISTRATION
PURPOSES:
NAME: Excalibur Limited Partnership
ADDRESS: c/o H&H Securities Limited
205 Vesta Drive
Toronto, Ontario M5P 3AI
Tel. No. (416) 964-9077
Fax. No. (416) 964-8868
Contact Name: William S. Hechter
12. DELIVERY INSTRUCTIONS: (IF DIFFERENT FROM REGISTRATION NAME):
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NAME:
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ADDRESS:
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Tel. No.
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Fax. No.
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Contact Name:
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Special Instructions:
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IN WITNESS WHEREOF, this Agreement was duly executed or the date first
written below.
Dated this 21st day of the month of October, 1997.
Company Name: Excalibur Limited Partnership.
by its General Partner,
Excalibur Capital Management Inc.
By:
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William S. Hechter
Title: President
Country of Execution: Canada
CYTRX CORPORATION
By:
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I have the full authority to bind CYTRX CORPORATION _________ (initial)
Name: Jack J. Luchese
Title: President