EX-4.1


 Exhibit 4.1 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. 
 WARRANT AGREEMENT 
 To Purchase Shares of the Common Stock of 
 Cell Therapeutics, Inc.

 Dated as of March 26, 2013 (the “Effective Date”) 

WHEREAS, Cell Therapeutics, Inc., a Washington corporation (the “Company”), has entered into a Loan and Security
Agreement dated March 26, 2013 (as amended and in effect from time to time, the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Warrantholder”); 

WHEREAS, pursuant to the Loan Agreement and as additional consideration to the Warrantholder for, among other things, its agreements in
the Loan Agreement, the Company has agreed to issue to the Warrantholder this Warrant Agreement, evidencing the right to purchase shares of the Company’s Common Stock (this “Warrant” or this “Agreement”);

 NOW, THEREFORE, in consideration of the Warrantholder having executed and delivered the Loan Agreement and provided the
financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Warrantholder agree as follows: 
 SECTION 1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK. 
 (a) For value
received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to such number of shares of Common
Stock (as defined below) as determined in Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As
used herein, the following terms shall have the following meanings: 
 “Act” means the
Securities Act of 1933, as amended. 
 “Charter” means the Company’s Articles of
Incorporation or other constitutional document, as may be amended and in effect from time to time. 

“Common Stock” means the Company’s common stock, no par value per share, as presently constituted
under the Charter, and any class and/or series of Company capital stock for or into which such common stock may be converted or exchanged in a reorganization, recapitalization or similar transaction. 






 “Effective Price” shall mean the quotient determined by
dividing (i) the aggregate gross cash consideration received, or deemed to have been received, by the Company, for the issuance of additional shares of Common Stock by the Company (including, without limitation, shares of Common Stock issuable
upon the conversion or exercise of Convertible Securities (as defined below) issued by the Company) for cash for financing purposes in a single transaction or series of related transactions not registered under the Act (including, without
limitation, a so-called PIPE transaction) after the Effective Date, by (ii) the total number of such additional shares of Common Stock issued or deemed to be issued in such transaction. In the event the Company issues any Convertible Securities
(as defined below) in such transaction, then the calculation of “Effective Price” shall be adjusted as follows: (a) the amount of cash consideration included in the numerator in clause (i) above shall include the amount
determined by multiplying the conversion or exercise price, as applicable, of any shares of Common Stock issuable upon conversion or exercise of any such Convertible Securities (the “Conversion Shares”) by the number of Conversion
Shares; and (b) the number of Conversion Shares shall be included in the denominator in clause (ii) above. 
 “Exercise Price” means $1.1045, subject to adjustment from time to time in accordance with the provisions of this Warrant; provided, that, if at any time and from time to time on
or after the Effective Date and on or before the first anniversary thereof, the Company shall sell and issue shares of Common Stock, or securities, instruments or other rights exercisable for, convertible into or otherwise representing the right to
acquire shares of Common Stock (collectively, “Convertible Securities”) to one or more investors for cash for financing purposes, in a single transaction or series of related transactions not registered under the Act (including,
without limitation, a so-called PIPE transaction), at an Effective Price per share of Common Stock less than the Exercise Price in effect as of immediately prior to the consummation of such sale and issuance, then from and after such consummation,
the Exercise Price shall equal such lower Effective Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. 
 “Merger Event” means any of the following: (i) a sale, lease or other transfer of all or substantially all assets of the Company, (ii) any merger or consolidation involving the
Company in which the Company is not the surviving entity or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of preferred stock, other securities or property of another entity,
or (iii) any sale by holders of the outstanding voting equity securities of the Company in a single transaction or series of related transactions of shares constituting a majority of the outstanding combined voting power of the Company.

 “Purchase Price” means, with respect to any exercise of this Warrant, an amount equal to the
then-effective Exercise Price multiplied by the number of shares of Common Stock as to which this Warrant is then exercised. 

(b) Number of Shares. Subject to Section 13, this Warrant shall be exercisable for: (i) 543,232 shares of Common Stock,
plus (ii) from and after such date, if any, as Lender (as defined in the Loan Agreement) makes a Term Loan Advance (as defined in the Loan Agreement) during the Draw Period (as defined in the Loan Agreement) to the Company in any amount, such
number of additional shares of Common Stock as shall equal (x) $150,000, divided by (y) the Exercise Price in effect on and as of such date; and in all cases subject to adjustment from time to time in accordance with the provisions of this
Warrant. 

  
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 SECTION 2. TERM OF THE AGREEMENT. 

Except as otherwise provided for herein, the term of this Agreement and the right to purchase Common Stock as
granted herein shall commence on the Effective Date and shall be exercisable for a period ending upon the fifth
(5th) anniversary of the Effective Date. 

SECTION 3. EXERCISE OF THE PURCHASE RIGHTS. 
 (a) Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set
forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the
Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of
Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases
under this Warrant, if any. 
 The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or
check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement setting forth the remaining number of shares purchasable hereunder, as
determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: 

 

			
	 X = Y(A-B)

A

	 Where:
	  	X = the number of shares of Common Stock to be issued to the Warrantholder.
		
		  	Y = the number of shares of Common Stock requested to be exercised under this Agreement.
		
		  	A = the then-current fair market value of one (1) share of Common Stock at the time of exercise.
		
		  	B = the then-effective Exercise Price.

 For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean
with respect to each share of Common Stock: 
 (i) at all times when the Common Stock shall be traded on a national securities
exchange, inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being
determined; 
 (ii) if the exercise is in connection with a Merger Event, the fair market value of a share of Common Stock shall
be deemed to be the per share value received by the holders of the outstanding shares of Common Stock pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection
therewith; or 

  
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 (iii) in cases other than as described in the foregoing clauses (i) and (ii), the
current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. 
 Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the
Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to
the Effective Date hereof. 
 (b) Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as
to all shares subject hereto, and if the then-current fair market value of one share of Common Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised on a Net Issuance basis pursuant to
Section 3(a) (even if not surrendered) as of immediately before its expiration determined in accordance with Section 2. For purposes of such automatic exercise, the fair market value of one share of Common Stock upon such expiration shall
be determined pursuant to Section 3(a). To the extent this Warrant or any portion hereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of
Common Stock if any, the Warrantholder is to receive by reason of such automatic exercise, and to issue a certificate to Warrantholder evidencing such shares. 
 SECTION 4. RESERVATION OF SHARES. 
 During the term of this Agreement, the
Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights to purchase Common Stock as provided for herein. 

SECTION 5. NO FRACTIONAL SHARES OR SCRIP. 
 No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment therefor upon
the basis of the Exercise Price then in effect. 
 SECTION 6. NO RIGHTS AS SHAREHOLDER/STOCKHOLDER. 

Without limitation of any provision hereof, Warrantholder agrees that this Agreement does not entitle the Warrantholder to any voting
rights or other rights as a shareholder/stockholder of the Company prior to the exercise of any of the purchase rights set forth in this Agreement. 
 SECTION 7. WARRANTHOLDER REGISTRY. 
 The Company shall maintain a registry
showing the name and address of the registered holder of this Agreement. Warrantholder’s initial address, for purposes of such registry, is set forth in Section 12(g) below. Warrantholder may change such address by giving written notice of
such changed address to the Company. 
 SECTION 8. ADJUSTMENT RIGHTS. 

The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment from time to time, as
follows: 
  

  
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 (a) Merger Event. If at any time there shall be a Merger Event, then, as a part of
such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively,
“Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment
(as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the Warrantholder) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder
after the Merger Event to ensure that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the
purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the
foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of the Company under this Agreement; provided that if the Reference Property includes shares of stock or other
securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations of the Company under this Agreement and any such assumption shall
contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to the
Warrantholder). In connection with a Merger Event and upon Warrantholder’s written election to the Company, this Warrant Agreement shall be exchanged for the consideration that Warrantholder would have received if Warrantholder had chosen
to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this
Section 8(a) shall similarly apply to successive Merger Events. 
 (b) Reclassification of Shares. Except for Merger
Events subject to Section 8(a), if the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the
same or a different number of securities of any other class or classes of securities, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with
respect to the securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. The provisions of this Section 8(b) shall similarly apply
to successive combination, reclassification, exchange, subdivision or other change. 
 (c) Subdivision or Combination of
Shares. If the Company at any time shall combine or subdivide its Common Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased and the number of shares for which this Warrant is exercisable shall be
proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased and the number of shares for which this Warrant is exercisable shall be proportionately decreased. 

(d) Stock Dividends. If the Company at any time while this Agreement is outstanding and unexpired shall: 

  
 5 







 (i) pay a dividend with respect to the outstanding shares of Common Stock payable in
additional shares of Common Stock, then the Exercise Price shall be adjusted, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be
the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or
distribution, and the number of shares of Common Stock for which this Warrant is exercisable shall be proportionately increased; or 
 (ii) make any other dividend or distribution on or with respect to Common Stock, except any dividend or distribution (A) in cash, or (B) specifically provided for in any other clause of this
Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon exercise or conversion of this Warrant a proportionate share of any such distribution as though it were the holder of the
Common Stock (or other stock for which the Common Stock is convertible) as of the record date fixed for the determination of the shareholders of the Company entitled to receive such distribution. 

(e) Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its outstanding Common Stock,
payable in stock, cash, property or other securities (provided that Warrantholder in its capacity as lender under the Loan Agreement consents to such dividend); (ii) the Company shall offer for subscription pro rata to the holders of its Common
Stock any additional shares of stock of any class or other rights; (iii) there shall be any Merger Event; or (iv) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event,
the Company shall give the Warrantholder notice thereof at the same time and in the same manner as it gives notice thereof to the holders of Common Stock. 
 SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. 
 (a)
Reservation of Common Stock. The Company covenants and agrees that all shares of Common Stock, if any, that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding,
fully paid and non-assessable. The Company further covenants and agrees that the Company will, at all times during the term hereof, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant. If at any time during the term hereof the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant in full, the Company will take
such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. 

(b) Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the
Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Common Stock, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (1) does not violate the
Company’s Charter or current bylaws; (2) does not contravene any law or governmental rule, regulation or order applicable to it; and (3) except as could not reasonably be expected to have a Material Adverse Effect (as defined in the
Loan Agreement), does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. This Agreement constitutes a legal, valid and
binding agreement of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to 

  
 6 







 
or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, regardless of whether considered in a proceeding in
equity or at law. 
 (c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or
taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing
of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby. 
 (d) [Intentionally Omitted]. 
 (e) [Intentionally Omitted].

 (f) Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the
issuance of the Common Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification
requirements of the applicable state securities laws. 
 (g) Registration Rights. The Company covenants and agrees with
Warrantholder that if the Company, at any time and from time to time on or after the Effective Date and on or before the expiration or earlier termination of this Warrant, proposes to register under the Act any shares of Common Stock held by one or
more stockholders of the Company for resale by such stockholders, whether on a Form S-3 registration statement or otherwise, the Company shall give written notice thereof to Warrantholder and permit Warrantholder to include any or all of the shares
of Common Stock issuable upon exercise of this Warrant (and any or all shares previously issued to Warrantholder upon any prior exercise(s) hereof) in such registration on a pari passu basis with such other stockholder(s) and on the same
terms and conditions applicable to such other stockholder(s). 
 (h) Information Rights. At all times (if any) prior to
the earlier to occur of (x) the date on which all shares of Common Stock issued on exercise of this Warrant have been sold, or (y) the expiration or earlier termination of this Warrant, when (i) the Company shall not be required to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and/or (ii) the Common Stock is not traded on a national securities exchange, inter-dealer quotation system
or over-the-counter bulletin board service, Warrantholder shall be entitled to the information rights contained in Section 7.1(b) – (f) of the Loan Agreement, and in any such event Section 7.1(b) – (f) of the Loan
Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan
Agreement) owed by the Company to Warrantholder has been repaid. 
 (i) Rule 144 Compliance. The Company shall, at all
times prior to later to occur of (i) expiration hereof, and (ii) the sale or other disposition by Warrantholder in full of this Warrant or all shares of Common Stock issued on exercise in full of this Warrant, use all commercially
reasonable efforts to timely file all reports required under the 1934 Act and otherwise timely take all actions necessary to permit the Warrantholder to sell or otherwise dispose of this Warrant and the shares of Common Stock issued on exercise
hereof pursuant to Rule 144 promulgated under the Act as amended and in effect from time to time. If the Warrantholder proposes to sell Common Stock issuable upon the exercise of this Agreementin compliance with Rule 144, then, upon
Warrantholder’s written request to the Company, the Company shall furnish to the 

  
 7 







 
Warrantholder, within five (5) days after receipt of such request, a written statement confirming the Company’s compliance with the filing and other requirements of such Rule.

 SECTION 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER. 

This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

 (a) Investment Purpose. This Warrant and the shares issued on exercise hereof will be acquired for investment and not
with a view to the sale or distribution of any part thereof in violation of applicable federal and state securities laws, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to
a registration or exemption. 
 (b) Private Issue. The Warrantholder understands (i) that the Common Stock issuable
upon exercise of this Agreement is not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws, and (ii) that the Company’s reliance on exemption from such registration is predicated on the
representations set forth in this Section 10. 
 (c) Financial Risk. The Warrantholder has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. 

(d) Accredited Investor. Warrantholder is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated under the Act, as presently in effect. 
 (e) No Short Sales. Warrantholder has not at any time on or prior
to the Effective Date engaged in any short sales or equivalent transactions in the Common Stock. Warrantholder agrees that at all times from and after the Effective Date and on or before the expiration or earlier termination of this Warrant, it
shall not engage in any short sales or equivalent transactions in the Common Stock. 
 SECTION 11. TRANSFERS. 

Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in
whole or in part, without charge to the holder hereof (except for transfer taxes) upon surrender of this Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement,
when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with
this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of
a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until
the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. 

SECTION 12. MISCELLANEOUS. 
 (a) Effective Date. The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This
Agreement shall be binding upon any successors or assigns of the Company. 

  
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 (b) Remedies. In the event of any default hereunder, the non-defaulting party may
proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where
Warrantholder will not have an adequate remedy at law and where damages will not be readily ascertainable. 
 (c) No
Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment. 
 (d) [Intentionally Omitted] 
 (e) Attorneys’ Fees. In any
litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For
the purposes of this Section 12(e), attorneys’ fees shall include without limitation fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of
any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or
enforce any judgment. 
 (f) Severability. In the event any one or more of the provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision,
which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. 
 (g)
Notices. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication that is required, contemplated, or permitted under this Agreement or with respect to the
subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (a) personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic
transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or
(d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, and shall be addressed to the party to be notified as follows: 

If to Warrantholder: 
 HERCULES TECHNOLOGY GROWTH CAPITAL, INC. 
 Legal Department 

Attention: Chief Legal Officer and Manuel Henriquez 
 400 Hamilton Avenue, Suite 310 
 Palo Alto, CA 94301 

Facsimile: 650-473-9194 
 Telephone: 650-289-3060 

  
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 If to the Company: 
 CELL THERAPEUTICS, INC. 
 Attention: Chief Financial Officer 

3101 Western Avenue, Suite 600 
 Seattle, WA 98121 
 Facsimile: 206-284-6206 

Telephone: 206-282-7100 
 or to such other address as each party may designate for itself by like notice. 

(h) Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding of the parties hereto in
respect of the subject matter hereof, and supersedes and replaces in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof. None of
the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto. 
 (i)
Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof. 

(j) Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed (or had an opportunity to
discuss) with its counsel this Agreement and, specifically, the provisions of Sections 12(n), 12(o), 12(p), 12(q) and 12(r). 

(k) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement. 
 (l) No Waiver. No omission or delay by Warrantholder at any time to
enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Warrantholder at any time designated, shall be a waiver of any such right or remedy to which Warrantholder is entitled, nor
shall it in any way affect the right of Warrantholder to enforce such provisions thereafter during the term of this Agreement. 

(m) Survival. All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant
hereto shall be for the benefit of Warrantholder and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement. 
 (n) Governing Law. This Agreement have been negotiated and delivered to Warrantholder in the State of California, and shall have been accepted by Warrantholder in the State of California. Delivery
of Common Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of
laws principles that would cause the application of laws of any other jurisdiction. 
 (o) Consent to Jurisdiction and
Venue. All judicial proceedings arising in or under or related to this Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party
hereto generally and unconditionally: (a) consents to personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of


  
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California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby
in connection with this Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and
shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any
other jurisdiction. 
 (p) Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial
transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a
judge applying such applicable laws. EACH OF THE COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY,
“CLAIMS”) ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve persons or entities other the Company
and Warrantholder; Claims that arise out of or are in any way connected to the relationship between the Company and Warrantholder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind,
arising out of this Agreement. 
 (q) Arbitration. If the Mutual Waiver of Jury Trial set forth in Section 12(p) is
ineffective or unenforceable, the parties agree that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the “Rules”), such arbitration to occur before one arbitrator, which
arbitrator shall be a retired California state judge or a retired Federal court judge. Such proceeding shall be conducted in Santa Clara County, State of California, with California rules of evidence and discovery applicable to such arbitration. The
decision of the arbitrator shall be binding on the parties, and shall be final and nonappealable to the maximum extent permitted by law. Any judgment rendered by the arbitrator may be entered in a court of competent jurisdiction and enforced by the
prevailing party as a final judgment of such court. 
 (r) Pre-arbitration Relief. In the event Claims are to be resolved
by arbitration, either party may seek from a court of competent jurisdiction identified in Section 12(o), any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted
by law notwithstanding that all Claims are otherwise subject to resolution by binding arbitration. 
 (s) Counterparts.
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all
of which counterparts shall constitute but one and the same instrument. 
 (t) Specific Performance. The parties hereto
hereby declare that it is impossible to measure in money the damages which will accrue to Warrantholder by reason of the Company’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall
be specifically enforceable by Warrantholder. If Warrantholder institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein
that Warrantholder has 

  
 11 








 
an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 

(u) Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on
such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 

(v) Legends. To the extent required by applicable laws, this Warrant and the shares of Common Stock issuable hereunder (and the
securities issuable, directly or indirectly, upon conversion of such shares of Common Stock, if any) may be imprinted with a restricted securities legend in substantially the following form: 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. 
 ACCEPTANCE OF THIS SECURITY IMPOSES OBLIGATIONS ON THE HOLDER. 

SECTION 13. NASDAQ COMPLIANCE. 
 The Company shall not be obligated to issue any shares of Common Stock if such issuance, together with all prior issues that are deemed to be aggregated under the rules of the Nasdaq Stock Market, in the
aggregate would equal or exceed 19.9% of the shares of the Company outstanding as of the date prior to the execution and delivery of the Loan Agreement or (iii) such issuance would otherwise violate the Company’s obligations under the
rules or regulations of the Nasdaq Capital Market. 
 [Remainder of Page Intentionally Left Blank] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by
its officers thereunto duly authorized as of the Effective Date. 
  

							
	 COMPANY:
	 		 	CELL THERAPEUTICS, INC.
				
		 		 	 By:
	 	 /s/ Louis A. Bianco

		 		 	 Name:
	 	Louis A. Bianco
		 		 	 Title:
	 	EVP, Finance and Administration, and Secretary
			
	 WARRANTHOLDER:
	 		 	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
				
		 		 	 By:
	 	 /s/ Ben Bang

		 		 	 Name:
	 	Ben Bang
		 		 	 Title:
	 	Senior Counsel







 EXHIBIT I 
 NOTICE OF EXERCISE 
  

	To:	[                           
                     ] 

  

	(1)	The undersigned Warrantholder hereby elects to purchase [            ] shares of the Common Stock of
[                    ], pursuant to the terms of the Agreement dated the [    ] day of
[            ,         ] (the “Agreement”) between
[                    ] and the Warrantholder, and tenders herewith payment of the Purchase Price in full, together with all applicable
transfer taxes, if any. [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.] 

  

	(2)	Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below.


  

	
	  
 (Name)

	
	  
 (Address)



  

							
	WARRANTHOLDER:	 		 	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
				
		 		 	 By:
	 	  

		 		 	 Name:
	 	  

		 		 	 Title:
	 	  








 EXHIBIT II 
  

	1.	ACKNOWLEDGMENT OF EXERCISE 

 The
undersigned
[                                        
], hereby acknowledge receipt of the “Notice of Exercise” from Hercules Technology Growth Capital, Inc., to purchase [            ] shares of the Common Stock of
[            ], pursuant to the terms of the Agreement, and further acknowledges that [            ] shares remain
subject to purchase under the terms of the Agreement. 
  

							
	 COMPANY:
	 		 	[                           
             ]
				
		 		 	 By:
	 	  

		 		 	 Title:
	 	  

		 		 	 Date:
	 	  



  
 15 








 EXHIBIT III 
 TRANSFER NOTICE 
 (To transfer or assign the foregoing Agreement execute this form and supply
required information. Do not use this form to purchase shares.) 
 FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby
are hereby transferred and assigned to 
  

							
	                           
                                         
                                         
                                         
       	  	
	(Please Print)	  		  	
		
	whose address is                       
                                         
                                         
                    	  	
		
	                           
                                         
                                         
                                         
       	  	
			
		 	Dated:                          
                                         
                                         
       	  	
			
		 	Holder’s Signature:                      
                                         
                            	  	
			
		 	Holder’s Address:                      
                                         
                              	  	
		
	                            
                                         
                                         
                                         
	  	
		
	Signature Guaranteed:                       
                                         
                                         
         	  	

 NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of
the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.