0001193125-07-214815 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 9th, 2007 • Pro Pharmaceuticals Inc • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2007, by and among Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Issuer”), [the Persons (as defined below) whose names appear on the signature pages hereto] (the “Holders”).

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Securities Purchase Agreement PRO-PHARMACEUTICALS, INC.
Securities Purchase Agreement • October 9th, 2007 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Securities Purchase Agreement (“Agreement”) is made by and between Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned person (the “Subscriber”) who is subscribing hereby for units of securities of the Company at one dollar ($1.00) per Unit, each unit comprised of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”), (ii) a warrant exercisable for four years at $1.50 per share to purchase one share of the Company’s common stock, par value $.001 per share (the “Common Stock”), and (iii) a warrant exercisable for four years at $2.00 per share to purchase one share of Common Stock (collectively, the “Warrants”), pursuant to private placement offering documents of the Company comprised of (a) the Term Sheet containing certain terms applicable to the Units and this offering, (b) Securities Purchase Agreement, (c) Accredited Investor Questionnaire (the “Investor Questionnaire”), (d) form of

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