Cyclacel Pharmaceuticals, Inc. Sample Contracts

1 EXHIBIT 10.2 XCYTE THERAPIES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
SECURITIES PURCHASE AGREEMENT
Securities 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").

BACKGROUND
Securities Purchase Agreement • April 28th, 2006 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AGREEMENT
Agreement • December 22nd, 2000 • Xcyte Therapies Inc • England
CYCLACEL PHARMACEUTICALS, INC. (a Delaware corporation) 6,666,667 Shares UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2013 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK cyclacel pharmaceuticals, inc.
Cyclacel Pharmaceuticals, Inc. • April 24th, 2020 • 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

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 26th, 2023 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 4th, 2015 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2015, 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”).

At Market Issuance Sales Agreement
Cyclacel Pharmaceuticals, Inc. • June 23rd, 2016 • Pharmaceutical preparations • New York
CYCLACEL PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • August 12th, 2021 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

PRE-FUNDED COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, INC.
Cyclacel Pharmaceuticals, Inc. • December 26th, 2023 • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (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 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).

RECITALS
Investor Rights Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
2,164,000 SHARES of Common Stock, 8,872 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 4,436,000 SHARES OF COMMON STOCK) AND 6,600,000 Warrants (exercisable for 6,600,000 shares of common stock) of CYCLACEL PHARMACEUTICALS, INC.
Underwriting Agreement • July 21st, 2017 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

COMMON STOCK PURCHASE WARRANT cyclacel pharmaceuticals, inc.
Cyclacel Pharmaceuticals, Inc. • July 17th, 2017 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 26th, 2023 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RECITALS
Indemnification Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Delaware
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.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 14th, 2013 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2013 by and between CYCLACEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 17th, 2012 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2012, by and between CYCLACEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

RECITALS
License and Supply Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 29th, 2023 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (the “Agreement”) is made as of [Date], by and between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (the “Indemnitee”).

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”).

SHARES of Common Stock, _______ SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ____ SHARES OF COMMON STOCK) AND __________ Warrants (exercisable for ____ shares of common stock) of CYCLACEL PHARMACEUTICALS, INC.
Underwriting Agreement • July 17th, 2017 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

UNDERWRITING AGREEMENT
Cyclacel Pharmaceuticals, Inc. • March 15th, 2021 • Pharmaceutical preparations • New York

The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Oppenheimer & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

2,350,000 Units CYCLACEL PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • January 21st, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2007 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2007, is by and between CYCLACEL PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).

XCYTE THERAPIES, INC. 1,500,000 Shares [ %] Convertible Exchangeable Preferred Stock ($0.001 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • October 21st, 2004 • Xcyte Therapies Inc • Pharmaceutical preparations • New York

Such counsel is of the opinion that the sections of the Registration Statement and the Prospectus captioned “Risk Factors—Risks Related To Our Business—Our ability to initiate a pivotal trial in patients with CLL on our proposed protocol and timeline is uncertain and highly dependent on the FDA,” “Risk Factors—Risks Related To Our Business —We may fail to obtain or may experience delays in obtaining regulatory approval to market Xcellerated T Cells, which will significantly harm our business,” “Risk Factors—Risks Related To Our Business —Even if we obtain regulatory approvals for Xcellerated T Cells, those approvals and ongoing regulation of our products may limit how we manufacture and market our products, which could prevent us from realizing the full benefit of our efforts,” “Risk Factors—Risks Related To Our Business —If we or any of our third party manufacturers do not maintain high standards of manufacturing, our ability to develop and commercialize Xcellerated T Cells could be d

COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, INC.
Cyclacel Pharmaceuticals, Inc. • December 26th, 2023 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (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 December 26, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 26, 2030 (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).

CYCLACEL PHARMACEUTICALS, INC. cOMMON STOCK SALES AGREEMENT
Sales Agreement • October 4th, 2018 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Cyclacel Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows:

4,249,668 Units CYCLACEL PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • February 15th, 2007 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • 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