0001193125-07-264856 Sample Contracts

CELL THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT December 12, 2007
Registration Rights Agreement • December 13th, 2007 • Cell Therapeutics Inc • Pharmaceutical preparations • New York

Cell Therapeutics, Inc., a corporation organized under the laws of the State of Washington (the “Company”), proposes to exchange the Outstanding Notes (as defined in the Exchange Agreement) held by the investors listed on each Schedule 1 (the “Investors”) of the respective Exchange Agreements (the “Exchange Agreement”), dated December 11, 2007, by and between the Investors and the Company and signatory hereto, for an additional number of shares of Common Stock set forth opposite such Investor’s name under the column “Number of Common Shares” on Schedule 1 thereto (such shares being referred to herein as the “Exchange Shares”) and the principal amount of 5.75% Convertible Senior Notes due 2011 issued under an indenture substantially in the form set forth on Exhibit A of the Exchange Agreement set forth opposite such Investor’s name under the column “Aggregate Principal Amount of Exchange Notes” on Schedule 1 thereto (such notes being referred to herein as the “Exchange Notes”, and colle

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • December 13th, 2007 • Cell Therapeutics Inc • Pharmaceutical preparations

This Exchange Agreement (this “Agreement”) is made and entered into as of this 12th day of December, 2007, by and between (the “Holder”), and Cell Therapeutics, Inc., a Washington corporation (the “Company”).

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