Form of Designation of Preferences, Rights and Limitations of Preferred Stock



 Exhibit 10.3 
 ARTICLES OF AMENDMENT TO 
 AMENDED AND RESTATED ARTICLES OF

 CELL THERAPEUTICS, INC. 
 DESIGNATION OF PREFERENCES, 
 RIGHTS AND LIMITATIONS 

OF 

SERIES [    ] PREFERRED STOCK 
 Pursuant to the Washington Business Corporation Act, Chapter 23B.10, the undersigned officer of Cell Therapeutics, Inc., a Washington corporation (the “Corporation”), does hereby submit
for filing these Articles of Amendment: 
 FIRST: The name of the Corporation is Cell Therapeutics, Inc. 

SECOND: This amendment to the Corporation’s Amended and Restated Articles of Incorporation, as amended to date (the
“Restated Articles”), was adopted by the Board of Directors of the Corporation (the “Board”) as set forth in resolutions adopted by the Board on April 14, 2012. Shareholder action was not required on this
amendment pursuant to Article II.2 of the Restated Articles. 
 THIRD: A new Section 2(v) of Article II is added to the
Restated Articles to add the designations, rights and preferences of a new series of preferred stock as follows, such Section to be effective as of April [    ], 2012: 

“(v) Series [    ] Preferred Stock  

TERMS OF PREFERRED STOCK 
 Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings: 
 “Affiliate” means any person or entity controlling, controlled by or under common control with, another person or entity. 

“Alternate Consideration” has the meaning set forth in Section 7(d). 

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United
States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 
 “Change of Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition by an individual, legal entity or “group” (as described in Rule
13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 33% of the voting securities of the Corporation (other
than by means of conversion of shares of Series [    ] Preferred Stock), (ii) the Corporation merges into or consolidates with any other person, or any person merges into or consolidates with the Corporation and, after
giving effect to such transaction, the shareholders of the Corporation immediately before such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, (iii) the Corporation
sells or transfers all or substantially all of its assets to another person and the shareholders of the Corporation immediately before such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the
transaction, (iv) a replacement at 

  
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one time or within a one-year period of more than one-half of the members of the Board which is not approved by a majority of those individuals who are members of the Board on the date hereof (or
by those individuals who are serving as members of the Board on any date whose nomination to the Board was approved by a majority of the members of the Board who are members on the date hereof), or (v) the execution by the Corporation of an
agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) herein. 
 “Commission” means the U.S. Securities and Exchange Commission. 

“Common Stock” means the Corporation’s common stock, no par value per share, and stock of any other class of
securities into which such securities may hereafter be reclassified or changed into. 
 “Common Stock
Equivalents” means any securities which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock; provided, however, that Common Stock Equivalents shall not include any debt securities of the Corporation. 

“Conversion Amount” means the sum of the Stated Value at issue. 

“Conversion Date” has the meaning set forth in Section 6(b). 

“Conversion Price” has the meaning set forth in Section 6(c). 

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series
[    ] Preferred Stock in accordance with the terms hereof. 
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 “Fundamental
Transaction” means, at any time while the Series [    ] Preferred Stock is outstanding, (i) the Corporation effects any merger or consolidation of the Corporation with or into another person, (ii) the
Corporation effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Corporation or another person) is completed pursuant to
which holders of Common Stock are permitted to tender or exchange a material portion of the Corporation’s shares for other securities, cash or property, or (iv) the Corporation effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property; provided, however, that for the purposes of clause (ii) above, a
“Fundamental Transaction” shall not include the Corporation entering into a license or other agreement that licenses any intellectual property to an unaffiliated and unrelated person so long as the Corporation and its subsidiaries continue
to have bona fide, substantial and continuing business operations and activities after such license or other agreement is entered into; provided, further, however, that a “Fundamental Transaction” shall not include a
reverse stock split with respect to the Common Stock. 
 “Holder” means a holder of shares of Series
[    ] Preferred Stock. 
 “Junior Securities” means (i) the Common Stock and all
other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior to or pari passu with the Series [    ] Preferred Stock as to dividend rights or liquidation preference and
(ii) the Series ZZ Junior Participating Cumulative Preferred Stock of the Corporation. 

  
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 “Liquidation” has the meaning set forth in Section 5.

 “Maximum Percentage” has the meaning set forth in Section 6(d). 

“Non-Senior Securities” means (i) the Common Stock and all other Common Stock Equivalents of the Corporation other
than those securities which are explicitly senior to the Series [    ] Preferred Stock as to dividend rights or liquidation preference and (ii) the Series ZZ Junior Participating Cumulative Preferred Stock of the
Corporation. 
 “Original Issue Date” means the date of the first issuance of any shares of Series
[    ] Preferred Stock regardless of the number of transfers of any particular shares of Series [    ] Preferred Stock and regardless of the number of certificates which may be issued to evidence such Series
[    ] Preferred Stock. 
 “Series [    ] Preferred Stock” has the
meaning set forth in Section 2. 
 “Stated Value” has the meaning set forth in
Section 2, as the same may be increased pursuant to Section 3(a). 
 “Trading Day”
means a day on which the New York Stock Exchange is open for business. 
 “Trading Market” means the following
markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: The NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New York Stock Exchange or the Borsa
Italiana S.p.A. (MTA International). 
 “Transfer” has the meaning set forth in Section 10.

 “VWAP” means, for any date, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a national securities exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the national securities exchange on which the
Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (ii) if the Common Stock is then listed or traded on the OTC
Bulletin Board and the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (iii) if the Common Stock is not then quoted for
trading on a national securities exchange or the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by a majority in interest of the Holders and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation. 
 Section 2. Designation, Amount, Par Value and Rank. The series of preferred stock shall be designated as the Corporation’s Series [    ] Preferred Stock (the
“Series [    ] Preferred Stock”) and the number of shares so designated shall be [insert # of shares]. Each share of Series [    ] Preferred Stock shall have no par value per share and
a stated value equal to $1,000, subject to increase as set forth in Section 3(a) below (the “Stated Value”). 

  
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 Section 3. Dividends. 

(a) Dividends. Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series
[    ] Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends (other than dividends in the form of Common Stock) actually paid on shares of the Common Stock or other Non-Senior
Securities when, as and if such dividends (other than dividends in the form of Common Stock) are paid on shares of the Common Stock or other Non-Senior Securities. Other than as set forth in the previous sentence, no other dividends shall be paid on
shares of Series [    ] Preferred Stock; and the Corporation shall pay no dividends (other than dividends in the form of Common Stock) on shares of the Common Stock or other Non-Senior Securities unless it simultaneously complies
with the previous sentence. All accrued but unpaid dividends on shares of Series [    ] Preferred Stock shall increase the Stated Value of such shares, but when such dividends are actually paid any such increase in the Stated
Value shall be rescinded. 
 (b) So long as any shares of Series [    ] Preferred Stock remain outstanding,
neither the Corporation nor any subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly any material amount of Non-Senior Securities except as expressly permitted by Section 9(b). 

Section 4. Voting Rights. Except as otherwise expressly provided herein or as otherwise required by law, Holders of
shares of Series [    ] Preferred Stock shall have no voting rights. 
 Section 5.
Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of
the Corporation an amount equal to the Stated Value for each outstanding share of Series [    ] Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the
Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders and the holders of all securities which are pari passu with the
Series [    ] Preferred Stock as to liquidation in accordance with the respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of
Control Transaction shall not be deemed a Liquidation unless the Corporation expressly declares that such Fundamental Transaction or Change of Control Transaction shall be treated as if it were a Liquidation. The Corporation shall mail written
notice of any such Liquidation, not less than 25 days before the payment date stated therein, to each Holder. 

Section 6. Conversion and Exchange Rights. 
 (a) [Reserved.] 
 (b) Automatic Conversion. Each outstanding share of
Series [    ] Preferred Stock shall automatically convert into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of
Series [    ] Preferred Stock by the Conversion Price (A) on the one-month anniversary of the Original Issue Date, (B) on the date on which 1,000 or less shares of Series [    ] Preferred Stock
remain outstanding, or (C) immediately upon the adoption by the Board of a resolution that it intends to adopt an amendment to the Restated Articles without shareholder approval to effect a reverse stock split of the outstanding Common Stock
and the number of authorized shares of Common Stock in the same proportions in order to achieve compliance with the listing rules of The NASDAQ Capital Market or for other good-faith business reasons. The date on which the automatic conversion is to
be effected (the “Conversion Date”) shall be the first to occur of the dates set forth in clauses (A) through (C) above, and a Holder shall be required to forthwith surrender the certificate(s) representing
such shares of Series [    ] Preferred Stock to the Corporation within two (2) 

  
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Trading Days of the date established for such conversion and set forth in a written notice from the Corporation; provided, however, that the failure by a Holder to surrender the
certificate(s) representing such converted shares of Series [    ] Preferred Stock shall not prevent the Corporation from delivering the shares of Common Stock issuable upon automatic conversion thereof and, upon receipt of such
consideration by such Holder, such shares of Series [    ] Preferred Stock shall be converted for all purposes hereunder. 
 (c) Conversion Price. The conversion price for the Series [    ] Preferred Stock shall equal $[            ], subject
to adjustment as provided herein (the “Conversion Price”). 
 (d) Beneficial Ownership Limitation.
Notwithstanding anything to the contrary contained herein, the shares of Series [    ] Preferred Stock held by a Holder shall not be convertible by such Holder, and the Corporation shall not effect any conversion of any shares of
Series [    ] Preferred Stock held by such Holder, to the extent (but only to the extent) that such Holder or any of its Affiliates would beneficially own 4.99% or more (the “Maximum Percentage”) of the Common
Stock; provided, however, that the Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Maximum Percentage set forth in this Section 6(d) provided that the Maximum Percentage in no event exceeds
9.99% of the Common Stock and the provisions of this Section 6(d) shall continue to apply; provided, further, however, that the Maximum Percentage shall increase to 19.99% in the event of an automatic conversion pursuant to Section 6(b)
without any further action on the part of any Holder. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation. To the extent the above limitation applies, the determination of whether
the shares of Series [    ] Preferred Stock held by such Holder shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by such Holder) shall, subject to such Maximum Percentage
limitation, be determined on the basis of the first submission to the Corporation for conversion, exercise or exchange (as the case may be). No prior inability of a Holder to convert shares of Series [    ] Preferred Stock
pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility or issuance (as the case may be). For purposes of this paragraph, beneficial
ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph
shall apply to a successor Holder. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Corporation may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at
any time, upon the written or oral request of a Holder, the Corporation shall within two (2) Business Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding, including by virtue of any prior
conversion or exercise of convertible or exercisable securities into Common Stock. 
 (e) Mechanics of Conversion.

 (i) Delivery of Certificate upon Conversion. Not later than three (3) Trading Days after the
Conversion Date, the Corporation shall deliver, or cause to be delivered, to the converting Holder a certificate or certificates, bearing such legends as may be required or advisable under applicable securities laws (provided that if a registration
statement covering resales of the Conversion Shares is then in effect, no legend will be required under the Securities Act of 1933, as amended), representing the number of shares of Common Stock being acquired


  
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upon the conversion of shares of Series [    ] Preferred Stock. The Corporation shall use its best efforts to, if the Holder is not an Affiliate of the Corporation, deliver
any certificate or certificates required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing corporation performing similar functions (provided that
a registration statement covering resales of the Conversion Shares is then in effect). 
 (ii) Obligation
Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of shares of Series [    ] Preferred Stock in accordance with the terms hereof is absolute and unconditional, irrespective
of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by such Holder or any other person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the
Corporation of any such action that the Corporation may have against such Holder. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified
herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not
prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 

(iii) Reservation of Shares Issuable upon Conversion. The Corporation covenants that it will at all times use
reasonable best efforts to reserve and keep available out of its authorized and unissued shares of Common Stock, for the sole purpose of issuance upon conversion of the Series [    ] Preferred Stock, as herein provided, free from
preemptive rights or any other actual contingent purchase rights of persons other than the Holders of the Series [    ] Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable
(taking into account the adjustments and restrictions of Section 7) upon the conversion of all outstanding shares of Series [    ] Preferred Stock. The Corporation covenants that all shares of Common Stock that shall
be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. 
 (iv)
Fractional Shares. Upon a conversion of the Series [    ] Preferred Stock hereunder, the Corporation shall not be required to issue fractions of shares of Common Stock, but shall instead, if otherwise permitted, round the
total number of Conversion Shares for such conversion up or down to the nearest whole number of shares of Common Stock. 
 (v) Transfer Taxes. The issuance of certificates for shares of the Common Stock issued upon conversion of shares of Series [    ] Preferred Stock shall be made without charge to
any Holder for any documentary stamp, issuance or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series [    ] Preferred Stock so converted and the Corporation shall not be required
to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has
been paid. 

  
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 Section 7. Certain Adjustments. 

(a) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series [    ] Preferred Stock
is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock
issued by the Corporation upon conversion of the Series [    ] Preferred Stock); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split)
outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and any
other adjustments to the Holders’ conversion rights necessary to reflect such event shall be made. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 

(b) Subsequent Rights Offerings. If the Corporation, at any time while the Series [    ] Preferred Stock is
outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not proportionately to the Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the
record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of
additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the
aggregate offering price of the total number of shares so offered (assuming delivery to the Corporation in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be
made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. 

(c) Pro Rata Distributions. If the Corporation, at any time while the Series [    ] Preferred Stock is
outstanding, distributes (other than as a dividend) to all holders of Common Stock (and not proportionately to the Holders) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (other than Common
Stock, which shall be subject to Section 7(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in effect immediately before the record date fixed for determination of shareholders
entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at
such record date of the portion of such assets, evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board in good faith. In either case the adjustments shall be
described in a statement delivered to the Holders describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record date mentioned above. For avoidance of doubt, distributions that are dividends shall be subject to Section 3(a) and not subject to this
Section 7(c). 
 (d) Fundamental Transaction. If, at any time while the Series [    ]
Preferred Stock is outstanding, a Fundamental Transaction occurs, then, upon any subsequent conversion of the Series [    ] 

  
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Preferred Stock, the Holders shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately before the occurrence of such Fundamental
Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately before such Fundamental Transaction, the holder of one
share of Common Stock (the “Alternate Consideration”); and the Holders shall no longer have the right to receive Conversion Shares per se upon such conversion. For purposes of any such conversion, the determination of the Conversion
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the
Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of the Series [    ] Preferred Stock following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall adopt articles of incorporation or an amendment to its articles of
incorporation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. Unless the
Corporation elects to treat such Fundamental Transaction as a Liquidation, the terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the
provisions of this Section 7(d) and ensuring that the Series [    ] Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

 (e) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. 
 (f) Notice to the Holders. 

(i) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this
Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 

(ii) Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other
distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the
Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Corporation shall be required in connection with any reclassification of the
Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property, or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each
office or agency maintained for the purpose of conversion of the Series [    ] Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at
least twenty (20) calendar days before the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock 

  
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of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of its subsidiaries, the Corporation shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is entitled to convert the Stated Value of its Series [    ] Preferred Stock during the twenty (20) day period
commencing on the date of such notice through the effective date of the event triggering such notice. 
 Section 8.
[Reserved.] 
 Section 9. Negative Covenants. As long as at least 20% of the aggregate number of originally
issued shares of Series [    ] Preferred Stock are outstanding (as appropriately adjusted for share splits and similar transactions), the Corporation shall not, without the Corporation obtaining the affirmative written consent of
Holders of a majority of the then outstanding shares of the Series [    ] Preferred Stock: 
 (a) amend
these articles of incorporation, its bylaws or other charter documents so as to materially, specifically and adversely affect any rights of any Holder with respect to Series [    ] Preferred Stock; 

(b) repay, repurchase or offer to repay, repurchase or otherwise acquire any material amount of its Junior Securities (other than
securities described in clause (ii) of the definition of “Junior Securities”); provided, however, that this restriction shall not apply to the repurchase of up to
[            ] shares of Common Stock in any 12-month period (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the Original Issue Date) from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements approved by a majority of the Board or
under which the Corporation has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as termination of employment; 
 (c) authorize or create any class or series of stock ranking senior to the Series [    ] Preferred Stock as to dividend rights or liquidation preference; or 

(d) enter into any agreement or understanding with respect to any of the foregoing. 

Notwithstanding the foregoing, this Section 9 shall not prohibit the issuance of additional series of preferred stock that do
not rank senior to the Series [    ] Preferred Stock as to dividend rights or liquidation preference. 

Section 10. Transferability. The Series [    ] Preferred Stock may only be sold, transferred,
assigned, pledged or otherwise disposed of (any of the foregoing, a “Transfer”) in accordance with state and federal securities laws. The Corporation shall keep at its principal office, or at the offices of the transfer agent, a
register of the Series [    ] Preferred Stock. In connection with any such permitted Transfer, upon the surrender of any certificate representing Series [    ] Preferred Stock at such place, the Corporation,
at the request of the record Holder of such certificate, shall execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate


  
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the number of shares represented by the surrendered certificate; provided that the Corporation shall not be required to pay any tax that may be payable in respect of any such Transfer involved in
the issuance and delivery of any such new certificate in a name other than that of Holder and the Corporation shall not be required to issue or deliver such new certificate or certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. Each such new certificate shall be registered in such name and shall represent
such number of shares as is requested by the Holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. 
 Section 11. Miscellaneous. 
 (a) Notices. Any and all
notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally, by facsimile or by email, or sent by a nationally recognized overnight courier service, addressed to the Corporation,
at 501 Elliott Avenue, Suite 400, Seattle, Washington 98119, facsimile number (206) 272-4302, or email jbianco@ctiseattle.com, Attention: James Bianco, or such other street address, facsimile number or email address as the Corporation may
specify for such purposes by notice to the Holders delivered in accordance with this Section 11(a). Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered
personally, by facsimile, by email or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or street address of such Holder appearing on the books of the Corporation, or if no such
facsimile number, email address or street address appears on the books of the Corporation, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email to the facsimile number or email address specified in this Section 11(a) before 5:30 p.m. (New York City time) on any
date, (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile or email to the facsimile number or email address specified in this Section 11(a) between 5:30 p.m. and
11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of dispatch, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. 
 (b) Lost or Mutilated Series [    ] Preferred Stock Certificate. If a Holder’s
Series [    ] Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of
or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series [    ] Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or
destruction of such certificate, and of the ownership thereof reasonably satisfactory to the Corporation. 
 (c) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this instrument shall be governed by and construed and enforced in accordance with the internal laws of the State of Washington, without regard to the
principles of conflict of laws thereof. 
 (d) Waiver. Any waiver by the Corporation or a Holder of a breach of any
provision of this instrument shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this instrument or a waiver by any other Holders. The failure of the Corporation or a
Holder to insist upon strict adherence to any term of this instrument on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any
other term of this instrument. Any waiver by the Corporation or a Holder must be in writing. 

  
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 (e) Severability. If any provision of this Article II.2(v) is invalid, illegal or
unenforceable, the balance of this Article II.2(v) shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 

(f) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day. 
 (g) Headings. The headings contained herein are for
convenience only, do not constitute a part of this Article II.2(v) and shall not be deemed to limit or affect any of the provisions hereof. 
 (h) Status of Converted or Redeemed Series [    ] Preferred Stock. If any shares of Series [    ] Preferred Stock are converted, redeemed or reacquired by
the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series [    ] Preferred Stock. 

(i) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided herein shall be
cumulative and in addition to all other remedies available hereunder, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy. Nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Corporation to comply with the terms hereof. The Corporation covenants to each Holder that there shall be no
characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance thereof). The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Holders and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees that, in the event of any such breach or threatened breach, the Holders shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 
 [Signature page follows.] 

  
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 I certify that I am a duly appointed and incumbent officer of the above named Corporation
and that I am authorized to execute these Articles of Amendment on behalf of the Corporation. 
 EXECUTED, this
[    ] day of April, 2012. 
  

					
	CELL THERAPEUTICS, INC.,
	a Washington corporation
		
	By:	 	  

		 	Name:	 	
		 	Title: