0001193125-12-495410 Sample Contracts

SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • December 7th, 2012 • Cell Therapeutics Inc • Pharmaceutical preparations • Washington

This SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of December 6, 2012 (this “Amendment”), between Cell Therapeutics, Inc., a Washington corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and Rights Agent, dated August 31, 2012 (as so amended, the “Rights Agreement”).

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