Exhibit 10.2
WARRANT REPURCHASE
AGREEMENT
This Warrant Repurchase Agreement
(this “ Agreement ”) is dated as of
October 16, 2006, among Cell Therapeutics, Inc., a Washington
corporation (the “ Company ”), and the warrant
holder identified on the signature page hereto (the “
Holder ”).
WHEREAS, the Company and the Holder are party to a
Securities Purchase Agreement, dated as of September 18, 2006
(the “ Purchase Agreement ”), pursuant to which
the Holder received that Greenshoe Common Stock Purchase Warrant to
purchase the number of shares of Common Stock set forth on the
signature page hereto (the “ Warrant
”);
WHEREAS, the Company wishes to repurchase the Warrant
from the Holder at a price of $0.20 per share issuable upon
exercise of the Warrant (the “ Repurchase Price
”); and
WHEREAS, subject to the terms and conditions set forth in
this Agreement, the Company and the Holder desire to void the sale
of the above referenced transaction to the extent more fully
described in this Agreement.
NOW, THEREFORE, IN
CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good
and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Holder agree as
follows:
1. Repurchase .
As soon as practicable following the
date of this Agreement, the parties agree that (i) the Holder
will deliver the Warrant to the Company and (ii) within one
business day following receipt of the Warrant, the Company will
wire to the
