0001193125-15-392055 Sample Contracts

THIRD AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • December 1st, 2015 • Cti Biopharma Corp • Pharmaceutical preparations • Washington

This THIRD AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of December 1, 2015 (this “Amendment”), between CTI BioPharma Corp., a Washington corporation (formerly known as Cell Therapeutics, Inc., 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 the Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated August 31, 2012 and as further amended by that certain Second Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 6, 2012 (as so amended, the “Rights Agreement”).

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