SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement") is dated as of April 21, 2020, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers").
FORM OF WARRANT TO PURCHASE COMMON STOCK cyclacel pharmaceuticals, inc.Warrant Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant") certifies that, for value received, _____________ or its assigns (the “Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date") but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company"), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants") issued pursuant to (i) that certain Placement Agency Agreement, dated as of [ ], 2020 by and between the Company and Roth Capital Partners, LLC (the “Placement Agen
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK cyclacel pharmaceuticals, inc.Pre-Funded Warrant Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant") certifies that, for value received, _____________ or its assigns (the “Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date") but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company"), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Pre-Funded Warrants to Purchase Common Stock (the “Warrants") issued pursuant to (i) that certain Placement Agency Agreement, dated as of [ ], 2020 by and between the Company
CO-PLACEMENT AGENCY AGREEMENTCo-Placement Agency Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
