0000950123-10-091292 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this • day of October, 2010 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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PURCHASE AGREEMENT
Purchase Agreement • October 5th, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 4th day of October, 2010 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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