SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2009, between Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and 10X Fund, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 12, 2009, by and among Pro-Pharmaceuticals, Inc., a Nevada corporation (the “Issuer”), 10X Fund, L.P., a Delaware limited partnership, or its registered successors and assigns (the “Holder”).
SECURITY AGREEMENTSecurity Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Security Agreement is made and entered into this 12th day of February, 2009, by and between PRO-PHARMACEUTICALS, INC. (hereinafter referred to as “Borrower”) and 10X FUND, L.P. (hereinafter referred to as “Lender”) as follows:
CONSULTING AGREEMENTConsulting Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
CONSULTING AGREEMENT effective as of the later of the 12th day of February, 2009 or the date (the “Effective Date”) on which the Company (defined below) initially consummates a finance transaction with 10X Fund L.P., a Delaware limited partnership, by and between Pro-Pharmaceuticals, Inc., a Nevada corporation the (“Company”), and Medi-Pharmaceuticals, Inc., a Nevada corporation (the “Consultant”). The Consultant confirms that it currently employs David Platt, Ph.D. (“Platt”) and Eliezer Zomer, Ph.D. (“Zomer”), each a resident of Newton, Massachusetts and formerly employed by the Company.
ESCROW AGREEMENTEscrow Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Georgia
THIS ESCROW AGREEMENT is made and entered into this 12th day of February, 2008, by and between Pro-Pharmaceuticals, Inc., a Nevada corporation (“Pharma”), 10X Fund, L.P., a Delaware limited partnership (“Fund”) and Investment Law Group of Gillett, Mottern & Walker, LLP (“Escrow Agent”).
SEPARATION AGREEMENTSeparation Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This Separation Agreement (the “Agreement”) is being entered into and effective on the later of February 12, 2009 or the date (the “Effective Date”) the Company (defined below) completes the initial closing of a financing transaction with 10X Fund, L.P., a Delaware limited partnership, and is between Pro-Pharmaceuticals, Inc. (the “Company”) and David Platt, Ph.D. (the “Employee” or “You”). For purposes of this Agreement, Company includes parent, subsidiary and affiliated entities, and the stockholders, trustees, directors, officers, agents and employees of the Company or such entities. Employee includes heirs, spouse, legal representative and assigns of the Employee.
TECHNOLOGY TRANSFER AND SHARING AGREEMENTTechnology Transfer and Sharing Agreement • February 18th, 2009 • Pro Pharmaceuticals Inc • Pharmaceutical preparations • Nevada
This Technology Transfer and Sharing Agreement is made and entered into effective as of February 12, 2009, by and between Pro-Pharmaceuticals, Inc., a Nevada corporation (“ProPharma”), and Medi-Pharmaceuticals, Inc., a Nevada corporation (“MediPharma”).
