0001144204-08-035489 Sample Contracts

2,545,000 Shares HARRIS & HARRIS GROUP, INC. Common Stock PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 17th, 2008 • Harris & Harris Group Inc /Ny/ • Investors, nec • New York

Harris & Harris Group, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), up to 2,545,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The Company desires to engage ThinkPanmure, LLC as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).

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ESCROW AGREEMENT
Escrow Agreement • June 17th, 2008 • Harris & Harris Group Inc /Ny/ • Investors, nec • New York

Pursuant to Section 5(c) of the Escrow Agreement dated as of _________, 2008 (the “Escrow Agreement”), by and among ThinkPanmure, LLC, Harris & Harris Group, Inc. (the “Company”) and you, the Company hereby notifies you that the following subscription(s) have been rejected:

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