0000950136-07-000933 Sample Contracts

4,249,668 Units CYCLACEL PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT

Placement Agent Agreement • February 15th, 2007 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Placement Agent Agreement
• Filed
  February 15th, 2007
• Company
  Cyclacel Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Lazard Capital Markets LLC Needham & Company, LLC ThinkEquity Partners LLC c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10020

SUBSCRIPTION AGREEMENT

Subscription Agreement • February 15th, 2007 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Subscription Agreement
• Filed
  February 15th, 2007
• Company
  Cyclacel Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

[ ] A. Delivery by electronic book-entry at The Depository Trust Company (‘‘DTC’’), registered in the Investor’s name and address as set forth below, and released by American Stock Transfer & Trust Company, the Company’s transfer agent (the ‘‘Transfer Agent’’), to the Investor at the Closing (as defined in Section 3.1 of Annex I hereto). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: