0001193125-03-060300 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase 65,729 Shares of Common Stock of Pro- Pharmaceuticals, Inc.
Security Agreement • October 10th, 2003 • Pro Pharmaceuticals Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Rodman & Renshaw, Inc. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 2, 2003 (the “Initial Exercise Date”) and on or prior to the close of business on October 2, 2006 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pro-Pharmaceuticals, Inc., a corporation incorporated in the State of Nevada (the “Company”), up to 65,729 shares (the “Warrant Shares”) of Common Stock, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $6.86, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 10th, 2003 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2003, among Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2003 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2003, by and among Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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