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Exhibit
10.1
AMENDMENT OF SECURITIES
PURCHASE AGREEMENT AND
SERIES B UNIT PURCHASE
WARRANT
The Securities Purchase
Agreement dated April 29, 2008 between Cell Therapeutics, Inc.
(the “Company”) and BAM Opportunity Fund LP (the
“Holder”) and the Series B Unit Purchase Warrant dated
April 30, 2008 are hereby amended as follows, as of
June 10, 2008.
WHEREAS, Section 1.1 of
such Securities Purchase Agreement provides in relevant
part:
“ Series B
Convertible Notes ” means the 12.50% Series B Convertible
Notes of the Company to be issued under a Trust Indenture between
the Company and US Bank National Association as Trustee, and of
like tenor as the Convertible Notes except for the different
issuance date, the absence of an optional redemption right, a
3-year term, a 12.50% annual interest rate, and a make-whole
provision based on the 3-year term and the 12.50% annual interest
rate.
WHEREAS, Section 7 of
such Series B Unit Purchase Warrant provides:
Termination if Partial
Exercise . If the Holder makes any partial exercise of this
Warrant (other than as required by Section 2.4 of the Purchase
Agreement), then Holder (or any transferee of this Warrant) shall
not be allowed to ever exercise this Warrant again (except upon a
Put).
WHEREAS, Section 2.4 of
the Securities Purchase Agreement authorizes the Company to require
Holder to exercise the Series B Unit Purchase Warrant to the extent
of $8,000,000, and the Company has given notice of exercise of such
right.
WHEREAS, Holder is not now
obligated to exercise any further amount of the Series B Unit
Purchase Warrant, but is willing to exercise an additional
$15,000,000 of the Series B Unit Purchase Warrant forthwith if and
only if the amendments provided for herein are effected.
WHEREAS, the Company wishes
to induce such further $15,000,000 exercise of the Series B Unit
Purchase Warrant b
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