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from 8-K 11 pages This Deed Is Made and Delivered on February 2025 Between: (1) Cyclacel Limited (In Liquidation), a Company Incorporated in England and Wales (Company Number 1671088) Whose Registered Office Is Montague Place, Quayside, Chatham Maritime, Kent England, Me4 4qu (Seller) Acting Through the Liquidators (As Defined Below) (Assignor) (2) Carrie James and James Hopkirk of Oury Clark, 10 John Street, London, Wc1n 2eb and Kreston Reeves Llp, Montague Place, Quayside, Chatham Maritime, Kent Me4 4qu Respectively (Liquidators) (3) Cyclacel Pharmaceuticals, Inc Incorporated and Registered in Delaware With Whose Office Is at 200 Connell Drive, Suite 1500, Berkeley Heights, Nj 07922, USA (Assignee) Recitals: (A) the Liquidators Were Appointed as Liquidators of the Seller on 24 January 2025 by Resolution of the Members and Creditors of the Seller Passed at a Decision-Making Process by Deemed Consent Held on 24 January 2025. (B) the Parties Have Agreed to the Sale and Purchase of Certain Assets of the Assignor to the Assignee by a Sale and Purchase Agreement of Even Date (The “Spa”). (C) the Assignor and the Liquidators Have Agreed to Sell Such Right, Title and Interest as the Assignor Has in the Patent Rights. (D) the Assignor and the Liquidators Have Agreed to Assign to the Assignee Such Right, Title and Interest the Assignor Has in and to the Patent Rights on the Terms Set Out in This Deed. (E) the Liquidators Have Entered Into This Deed Solely for the Purpose of Obtaining the Benefit of the Provisions in Their Favour and Shall Incur No Personal Liability of Any Kind Under or in Connection With This Deed. Now This Deed Witnesses as Follows: 1. Interpretation the Terms and Definitions Set Out in the Spa Apply to This Deed. the Following Additional Definitions and Rules of Interpretation Apply in This Deed

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