Form of Warrant Agreement



 Exhibit 4.1 
 GALECTIN THERAPEUTICS INC. 
 FORM OF WARRANT AGREEMENT 

WARRANT AGREEMENT (this “Agreement”) entered into as of March 28, 2012 (the “Issuance
Date”), between Galectin Therapeutics Inc., a Nevada corporation, with offices at 7 Wells Avenue, Newton, Massachusetts 02459 (the “Company”), and Continental Stock Transfer & Trust Co., with offices at 17 Battery
Place, 8th Floor, New York, New York 10004 (the
“Warrant Agent”). 
 WHEREAS, the Company is engaged in a public offering (the “Offering”) of
units (the “Units”) with each unit consisting of two common voting shares, par value $0.001 per share (the “Common Stock”), and one warrant (the “Warrants”), with each such Warrant evidencing the
right of the holder thereof to purchase one share of Common Stock, for $5.63, subject to adjustment as described herein; 

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (File No. 333-172849; as the same may be amended from time to time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of, among
other securities, the Units, the Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”); and such Registration Statement was declared effective by the Commission on May 2, 2011;

 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act,
in connection with the issuance, registration, transfer, exchange and exercise of the Warrants; 
 WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent, and the holders of the Warrants (each,
a “Holder”); and 
 WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid and legally binding obligations of the Company, and to authorize the execution and delivery of this Agreement.

 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 
 2. Warrants.  
 2.1 Form of Warrant. Each Warrant shall be
issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, President, Acting
Chief Financial Officer, Chief Financial Officer, Chief Operating Officer or Secretary of the Company, and shall bear a facsimile of the Company’s seal. In the event the 







 
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, such Warrant
may be issued with the same effect as if he or she had not ceased to be in such capacity at the date of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant
Certificate”). 
 2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by a Holder. 
 2.3 Registration.

 2.3.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”), for the
registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective Holders in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are “DTC Eligible” as of the Issuance Date, all of the Warrants shall be represented by one or more
Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry
Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts
with the Depository (such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that
represent such direct registration. 
 If the Warrants are not “DTC Eligible” as of the Issuance Date or the
Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent to make other arrangements for book-entry settlement within ten (10) Business Days after the
Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in substantially the form attached hereto as Exhibit A. 

As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks
in The City of New York are authorized or required by law or executive order to remain closed. 
 2.3.2 Beneficial Owner;
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register
(“registered holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the
Warrant Agent) for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Any person in whose name ownership of a beneficial interest in the
Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner” thereof; provided, that all such beneficial interests shall
be held through a Participant which shall be the registered holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the Warrants. 

  
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 2.4 Detachability of Warrants. The Units will not be separable into the underlying
Common Stock and Warrants until the earlier of (i) the exercise in full of the over-allotment option granted to the underwriters in connection with the Offering (the “Underwriters”) and (ii) forty-five (45) calendar
days from the date of the final prospectus supplement in connection with the Offering (the “Initial Separation Date”). Following the Initial Separation Date, the Units will be separable only upon the request of a Holder. 

2.5 Uncertificated Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in
uncertificated form. 
 3. Terms and Exercise of Warrants. 

3.1 Exercise Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Holder, subject to the provisions of
such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at a price of $5.63 per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term
“Exercise Price” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. 
 3.2 Duration of Warrants. The Warrants may be exercised only after the separation of the Units, as described above in Section 2.4. Following the separation of a Unit, the underlying Warrant
may be exercised at any time during the period (the “Exercise Period”) beginning on the date of such separation and terminating at 5:00 p.m., New York City time, on March 28, 2017 (the “Expiration Date”). Each
Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. 

3.3 Exercise of Warrants. 
 3.3.1 Exercise and Payment. A Holder may exercise a Warrant in whole, but not in part, by delivering, not later than 5:00 p.m., New York City time, on any Business Day during the Exercise Period
(the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised
shown on the records of the Depository (the “Book-Entry Warrants”) to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time; (ii) an
election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry
Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures; and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or
official bank check or a bank wire transfer in immediately available funds, in each case payable to the order of the Company. 

If any of: (a) the Warrant Certificate or the Book-Entry Warrants; (b) the Election to Purchase; or (c) the Exercise Price
therefor, is received by the Warrant Agent after 5:00 p.m., New York City time, on the specified Exercise Date, the Warrants shall be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as
the Exercise Date is not a Business Day, the Warrants shall be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise
thereof shall be null 

  
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and void and any funds delivered to the Warrant Agent shall be returned to the Holder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or
attempted exercise of Warrants. The validity of any exercise of Warrants shall be determined by the Company, in its sole discretion, and such determination shall be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the
Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of any Warrants. 
 The Warrant
Agent promptly shall provide to the Company all certified or official bank checks received by it in payment of the Exercise Price and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are
received of such amounts. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. 
 3.3.2
Issuance of Certificates. The Warrant Agent shall, by 11:00 a.m., New York City time, on the Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of
Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Agreement; (b) the instructions of each Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of
definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise; (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the
Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise; and (d) such other information as the Company or such transfer
agent and registrar shall reasonably require. 
 The Company shall, by 5:00 p.m., New York City time, on the third Business Day
next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the aggregate Exercise Price, execute, issue, and deliver to the Warrant Agent, the Warrant Shares to which such Holder is entitled, in fully registered
form, registered in such name or names as may be directed by such Holder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 p.m., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such
Warrant Shares to, or upon the order of, such Holder. 
 In lieu of delivering physical certificates representing the Warrant
Shares issuable upon exercise of any Warrants (provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program), the Company shall use its commercially reasonable efforts to
cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission
system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. 
 3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper exercise of any Warrants in conformity with this Agreement shall be duly authorized, validly issued, fully paid and
nonassessable. 
 3.3.4 No Fractional Exercise. Warrants may be exercised only into whole numbers of Warrant Shares. No
fractional Warrant Shares shall be issued upon the exercise of a Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are
exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent, as provided in Section 2 of this Agreement, and delivered to the Holder at the
address specified on the books of the Warrant Agent or as otherwise specified by such Holder. If fewer than all of the 

  
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Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or
a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. 
 3.3.5 No Transfer
Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that
any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other
charge is due. 
 3.3.6 Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is
issued shall, for all purposes, be deemed to have become the holder of record of such shares on the date on which the applicable Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of any such
certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the
next succeeding date on which such stock transfer books are open. 
 3.3.7 Cashless Exercise Under Certain
Circumstances. 
 (i) The Company promptly shall provide to the Holder written notice of any time that the Company is
unable to issue the Warrant Shares via Depository-transfer or otherwise (without any restrictive legend), because (a) the Commission has issued a stop order with respect to the Registration Statement; (b) the Commission otherwise has
suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently; (c) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently; or
(d) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants, but prior to the delivery of the
Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (y) rescind the previously submitted Election to Purchase, in which
case the Company shall return all consideration paid by the Holder for such shares upon such rescission, or (z) treat the attempted exercise as a cashless exercise as described in the immediately following paragraph and refund the cash portion
of the Exercise Price to the Holder. 
 (ii) If a Restrictive Legend Event has occurred and no exemption from the registration
requirements of the Securities Act is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the
Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) ×
(C)] by (A), where: 
  

							
		 	(A)	  	=	  	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the
applicable Election to Purchase;
				
		 	(B)	  	=	  	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and


  
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		 	(C)	  	=	  	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.

 Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver
a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no
obligation under this section to calculate, the number of Warrant Shares issuable in connection with such cashless exercise. 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange (each, a “Trading Market”), the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m., New York City time, to 4:02 p.m.,
New York City time); (b) the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Over-the-Counter Bulletin Board; (c) if the Common Stock is not then listed or quoted for trading on the
Over-the-Counter Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. 
 3.3.8 Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the applicable
Holders the number of Warrant Shares that are not disputed. 
 4. Adjustments. 

4.1 Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by
any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of Warrant Shares shall be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or
otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares shall be proportionately
decreased. Any adjustment under this Section 4.1 shall become effective at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify the Warrant Agent of any such adjustment and give
specific instructions to the Warrant Agent with respect to any adjustments to the Warrant Register. 
 4.2 Adjustment for
Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then, in each such case, the Exercise Price shall be adjusted by multiplying (i) the Exercise Price in effect immediately prior


  
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to the record date fixed for determination of stockholders entitled to receive such distribution by (ii) a fraction of which (a) the denominator shall be the VWAP determined as of the
record date mentioned above, and (b) numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to each Holder of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. 

4.3 Reclassification, Consolidation, Purchase, Combination, Sale, or Conveyance. If, at any time while the Warrants are
outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person; (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions; (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer (whether by the
Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock; (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property; or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common
Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives upon any exercise of each Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”), and for which stockholders received any equity securities of
the Successor Entity, to assume in writing all of the obligations of the Company under this Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon the written request of such Holder,
deliver to such Holder, in exchange for the applicable Warrants created by this Agreement, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants which are exercisable for a
corresponding number of shares of 

  
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capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Agreement and the Warrants referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this Agreement and the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein. 

The Company shall instruct the Warrant Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the
execution of any such amendment, supplement to this Agreement and/or the Warrants, or other agreement. Any such amendment, supplement or other agreement entered into by the Successor Entity shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such amendment, supplement or other agreement
relating either to the kind or amount of securities or other property receivable upon exercise of the Warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely upon the provisions
contained in any such amendment, supplement or other agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, and conveyances of the kind described above.

 4.4 Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2, or 4.3 but
not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features to all holders of Common Stock for no consideration), then the
Company’s Board of Directors shall in good faith make an adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of each Holder. 
 4.5 Notices of Changes in Warrant. Upon every adjustment of the Price or the number of Warrant Shares, the Company shall give written notice thereof to the Warrant Agent, which notice shall
(i) state the Exercise Price resulting from such adjustment; (ii) state the increase or decrease, if any, in the number of Warrant Shares purchasable upon the exercise of a Warrant; and (iii) set forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2 or 4.3 then, in any such event, the Company shall give written notice to each Holder, at the last address set forth
for such Holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

4.6 No Fractional Shares. If, by reason of any adjustment made pursuant to this Section 4, a Holder would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to such Holder. 

4.7 Form of Warrant. The form of Warrant attached hereto as Exhibit A need not be changed because of any adjustment
pursuant to this Section 4, and any Warrants issued 

  
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after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any
time, in its sole discretion, make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed. 
 5. Transfer and Exchange of Warrants. 

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer reasonably acceptable to the Warrant Agent, duly executed by the Holder thereof, or by a duly authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be
transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant
Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 
 5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Warrant Certificate for a fraction of a
Warrant. 
 5.4 Service Charges. A service charge shall be made for any exchange or registration of transfer of Warrants,
as negotiated between the Company and the Warrant Agent. 
 5.5 Warrant Execution and Countersignature. The Warrant Agent
is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 

  
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 6. Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect
any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to
Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own
in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon
exercise of a Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by
such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (the
“Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a
Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall
be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant
Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common
Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (a) the Company’s most recent Form 10-Q or Form 10-K filed with the Commission, as the case may be, (b) a more recent public announcement by
the Company or (c) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a
manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any successor Holder. 
 7. Other Provisions Relating to Rights of Holders. 
 7.1 No Rights as
Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as an owner of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Agreement be construed to confer upon a Holder, solely in its capacity as the owner of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue 

  
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of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to
the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. For the avoidance of doubt, ownership of a Warrant does not entitle the Holder or any beneficial owner thereof to any other rights of a holder
of shares of Common Stock. 
 7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may, on such terms as to indemnity (including obtaining an open penalty bond protecting the Warrant Agent) or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone. 

7.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 
 8. Concerning the Warrant Agent and Other Matters. 
 8.1 Concerning the
Warrant Agent. The Warrant Agent: 
 (i) shall have no duties or obligations other than those set forth herein and no
duties or obligations shall be inferred or implied; 
 (ii) may rely on and shall be held harmless by the Company in acting
upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper
party or parties; 
 (iii) may rely on, and shall be held harmless by the Company in acting upon, written or oral instructions
or statements from the Company with respect to any matter relating to its acting as the Warrant Agent; 
 (iv) may consult with
counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered, or omitted by it hereunder in good faith and in
accordance with such advice or opinion of such counsel; 
 (v) solely shall make the final determination as to whether or not a
Warrant received by the Warrant Agent is duly, completely and correctly executed, and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in
accordance with such determination; 
 (vi) shall not be obligated to take any legal or other action hereunder which might, in
its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and 
 (vii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Agreement, including, without
limitation, obligations under applicable regulation or law. 

  
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 8.2 Payment of Taxes. The Company shall, from time to time, promptly pay all taxes
and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants
or such Warrant Shares. The Warrant Agent shall not register any transfer, or issue or deliver any Warrant Certificate(s) or Warrant Shares, unless or until the persons requesting such registration or issuance shall have paid to the Warrant Agent,
for the account of the Company, the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Company that such tax, if any, has been paid. 
 8.3 Resignation, Consolidation, or Merger of Warrant Agent. 
 8.3.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) calendar days’
notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall
fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the Holder (who shall, with such notice, submit such Holder’s
Warrants for inspection by the Company), then such Holder may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent, the expenses of which shall be paid by the Company. Any
successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City of New York and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as the Warrant Agent hereunder, without any further act or
deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 
 8.3.2 Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such
appointment. 
 8.3.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. 

  
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 8.4 Fees and Expenses of Warrant Agent. 

8.4.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between
the Company and the Warrant Agent for its services as the Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder. One half of
the total Warrant Agent fees (not including postage) must be paid upon execution of this Agreement. The remaining half must be paid within fifteen (15) Business Days thereafter. An invoice for any out-of-pocket and/or per item fees incurred
will be rendered to and payable by the Company within fifteen (15) days of the date of said invoice. It is understood and agreed that all services to be performed by the Warrant Agent shall cease if full payment for its services has not been
received in accordance with the above schedule, and said services will not commence thereafter until all payment due has been received by the Warrant Agent. 
 8.4.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. 
 8.5 Liability of Warrant Agent. 
 8.5.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President, Chief Executive Officer, Acting Chief Financial Officer,
Chief Financial Officer or Chief Operating Officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

 8.5.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct,
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs, and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith. 
 8.5.3 Limitation of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Agreement with respect to, arising from, or arising in connection with this Agreement,
or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Company to the Warrant Agent as fees and
charges (not including reimbursable expenses). 
 8.5.4 Disputes. In the event any question or dispute arises with
respect to the proper interpretation of this Agreement or the Warrant Agent’s duties hereunder or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible for
refusing to act until the question or dispute has been judicially settled (and the Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final
judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Warrant Agent and
executed by the Company and each other interested party. In addition, the Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all of the Holders of the Warrants and all other
parties that may have an interest in the settlement. 

  
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 8.5.5 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this Agreement or any Warrant or
as to whether any Warrant Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable. 
 8.6
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth, and, among other things, shall account promptly to the Company with
respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Warrant Shares through the exercise of Warrants. 

9. Miscellaneous Provisions. 
 9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and
assigns. 
 9.2 Notices. Any notice, statement, or demand authorized by this Agreement to be given or made by the Warrant
Agent or by a Holder to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) calendar days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 
 Galectin
Therapeutics Inc. 
 7 Wells Avenue 
 Newton, Massachusetts 02459 
 Telephone: (617) 559-0033 

Facsimile: (617) 928-3450 
 Attn: Peter G. Traber, M.D., President, Chief Executive Officer & Chief Medical Officer 
 Any notice, statement, or demand authorized by this Agreement to be given or made by a Holder or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or
overnight delivery or if sent by certified mail or private courier service within five (5) calendar days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows: 
 Continental Stock Transfer & Trust Co. 

17 Battery Place, 8th Floor 
 New York, New York 10004 
 Telephone: (212) 845-3218 

Facsimile: (212) 616-7615 
 Attn: John W. Comer, Jr. 

  
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 with a copy in each case to: 
 Reed Smith LLP 
 599 Lexington Avenue 

New York, New York 10022 
 Telephone: (212) 549-0378 
 Facsimile: (212) 521-5450 

Attn: Yvan-Claude Pierre, Esq. 

and: 
 Aegis Capital Corp.

 810 Seventh Avenue, 11th Fl. 
 New York, New York 10019 
 Telephone: (212) 813-1010 

Facsimile: (212) 813-1047 
 Attn: Compliance Department 
 and: 

Sichenzia Ross Friedman Ference LLP 
 61 Broadway, 32nd Floor 
 New York, New York 10006 

Telephone: (212) 930-9700 
 Facsimile: (212) 930-9725 
 Attn: Jeffrey J. Fessler, Esq. 

9.3 Applicable law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding, or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding, or claim. 
 9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders of the
Warrants and, for purposes of Sections 3.3, 9.3, and 9.8, the Underwriters, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters shall be deemed
to be an express third-party beneficiary of this Agreement with respect to Sections 3.3, 9.3, and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Underwriters with respect to the Sections 3.3, 9.3, and 9.8 hereof) and their successors and assigns and of the Holders. 
 9.5 Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the City of New York, State of New York, for inspection
by any Holder. The Warrant Agent may require any such Holder to submit his Warrant for inspection by it. 

  
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 9.6 Counterparts. This Agreement may be executed in any number of original or
facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

9.7 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof. 
 9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any Holder for the purpose of curing any ambiguity, or of curing, correcting, or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this
Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Holders. All other modifications or amendments, including any amendment to increase the Exercise Price or shorten the
Exercise Period, shall require the written consent of the Underwriters and the Holders of a majority of the then outstanding Warrants. 
 9.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible that is also valid and enforceable. 
 9.10 Force Majeure. In the event either
party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond its control, or any other cause that
is reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or
parties are able to perform substantially that party’s duties. 
 9.11 Consequential Damages. Notwithstanding
anything in this Agreement to the contrary, neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential, indirect,
punitive, special, or incidental damages arising out of any act or failure to act hereunder, even if that party has been advised of or has foreseen the possibility of such damages. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day and year first above written. 
  

			
	GALECTIN THERAPEUTICS INC.
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST CO.


 
			
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	


 [SIGNATURE PAGE] 

GALECTIN THERAPEUTICS INC. 

WARRANT AGREEMENT 







 EXHIBIT A 

[FORM OF WARRANT CERTIFICATE] 
 EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT 
 AGENT AS PROVIDED HEREIN.

 Warrant Certificate Evidencing Warrants to Purchase 
 Common Voting Shares, par value of $0.001 per share, as described herein, of 

GALECTIN THERAPEUTICS INC. 
  

			
	No. [—]	  	CUSIP 363225 111

 VOID AFTER
5:00 P.M., NEW YORK CITY TIME, 
 ON MARCH 28, 2017 
 This certifies that                     or registered assigns is the registered holder (the
“Holder”) of                    warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles
the Holder, subject to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase from Galectin Therapeutics Inc., a Nevada corporation (the “Company”),
                 shares (collectively, the “Warrant Shares”) of common voting shares, par value $0.001 per share, of the Company (the “Common
Stock”), at the Exercise Price set forth below. The price per share at which each Warrant Share may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $5.63 initially, subject to adjustments as set
forth in the Warrant Agreement. 
 This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated
as of March 28, 2012 (the “Warrant Agreement”), between the Company and the Warrant Agent, and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this
Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the below-mentioned office of the Warrant Agent
and at the office of the Company at 7 Wells Avenue, Newton, MA 02459. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Warrant Agreement. 

Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised only after the
separation of the Units, as set forth in Section 2.4 of the Warrant Agreement. Following the separation of the Units, the underlying Warrants of which are represented by this Warrant Certificate, the Holder may exercise such Warrants, at any
time during the period (the “Exercise Period”) beginning on the date of such separation and terminating at 5:00 p.m., New York City time, on March 28, 2017 (the “Expiration Date”), by delivering, not later than
5:00 p.m., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”) to Continental Stock Transfer & Trust Co. (the “Warrant Agent”, which term includes any successor warrant
agent under the Warrant Agreement described below) at its corporate trust department at 17 Battery Place, 8th Floor, New York, New York 10004, (i) this Warrant Certificate or, in the case of a Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the
“Book-Entry Warrants”) as shown on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to
the Depository; (ii) an election to purchase (“Election to Purchase”), properly executed by the Holder hereof on the reverse of this Warrant Certificate or properly executed by the institution in


  
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whose account the Warrant is recorded on the records of the Depository (the “Participant”), and substantially in the form included on the reverse of this Warrant Certificate; and
(iii) unless cashless exercise is permitted under the Warrant Agreement, certified or official bank check or a bank wire transfer in immediately available funds, in each case payable to the order of the Company. 

Each Warrant represented by this Warrant Certificate not exercised on or before the Expiration Date shall become null and void, and all rights of the
Holder of this Warrant Certificate shall cease at the close of business on the Expiration Date. 
 As used herein, the term
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed. 

Warrants may be exercised only in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number of
Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered to the Holder of this Warrant Certificate at the address specified on the
books of the Warrant Agent or as otherwise specified by such Holder. 
 The Company shall provide to the Holder prompt written
notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (a) the Commission has issued a stop order with respect to the Registration Statement; (b) the
Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently; (c) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
or permanently; or (d) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the
delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (a) rescind the previously submitted Election to
Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (b) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the
exercise price to the Holder. 
 If a Restrictive Legend Event has occurred and no exemption from the registration requirements
of the Securities Act is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu
of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) × (C)] by (A),
where: 
  

	 	(A) =	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth
in the applicable Election to Purchase; 

  

	 	(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and 


  
 A-2










	 	(C) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise. 

 Upon receipt of an Election to Purchase for a cashless exercise, the
Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the
Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with such cashless exercise. 
 “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on NYSE Amex, The NASDAQ Capital
Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m., New York City time, to 4:02 p.m., New York City time); (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the Over-the-Counter Bulletin Board; (c) if the Common Stock is not then listed or quoted for trading on the Over-the-Counter Bulletin Board and if prices for the Common Stock are
then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company. 
 The Exercise Price and the number of Warrant Shares purchasable
upon the exercise of each Warrant shall be subject to adjustment as provided pursuant to Section 4 of the Warrant Agreement. 
 Upon due presentment for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 5 of the Warrant Agreement, in the name of the designated transferee, one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised
Warrants, subject to the limitations provided in the Warrant Agreement. 
 Neither this Warrant Certificate nor the Warrants
evidenced hereby entitles the Holder to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive
notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter. 
 The Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances described therein, without the consent of the Holder of this
Warrant Certificate or the Warrants evidenced thereby. 
 THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT
SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE


  
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CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and
no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
 Dated as of
March 28, 2012 
  

			
	GALECTIN THERAPEUTICS INC.
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	CONTINENTAL STOCK TRANSFER & TRUST CO., as Warrant Agent
		
	By:	 	  

		 	Name:
		 	Title:


  
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 [REVERSE] 
 Instructions for Exercise of Warrant 
 To exercise the Warrants evidenced
hereby, the Holder must, by 5:00 p.m., New York City time, on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately available funds, in
each case payable to the Company, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Holder must provide the information required below and deliver this Warrant Certificate to the Warrant Agent at the
address set forth below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository designated for such purpose. The Warrant Certificate and this Election to Purchase must be received by the Warrant Agent by 5:00 p.m., New
York City time, on the specified Exercise Date. 
 ELECTION TO PURCHASE 

TO BE EXECUTED IF WARRANT HOLDER DESIRES 
 TO EXERCISE THE WARRANTS EVIDENCED HEREBY 
 The undersigned hereby
irrevocably elects to exercise, on             (the “Exercise Date”),             Warrants,
evidenced by this Warrant Certificate, to purchase             shares (the “Warrant Shares”) of common voting shares, par value of $0.001 per share (the “Common
Stock”) of Galectin Therapeutics Inc., a Nevada corporation (the “Company”), and represents that on or before the Exercise Date: 
  ̈ such Holder has tendered payment for such Warrant Shares by certified or official bank check payable to the order of the Company c/o Continental Stock
Transfer & Trust Co., 17 Battery Place, 8th
Floor, New York, New York 10004, or by bank wire transfer in immediately available funds payable to the Company at Account No.         , in each case in the amount of
$        in accordance with the terms hereof, or 
  ̈ [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3.3.7 of the Warrant Agreement, to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3.3.7. 
 The undersigned requests that said number of Warrant Shares be in fully registered form, registered in such names and delivered, all as specified in accordance with the instructions set forth below.

 If said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that
a new Warrant Certificate evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the Holder of the Warrant Certificate, unless otherwise specified in the instructions below. 

Dated:                     ,
         

  
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	Name	 	  
	 	
		 	(Please Print)	 	


					
		
	            -            
-                    	 	 
	(Insert Social Security or Other Identifying Number of Holder)	 	
			
	Address	 	  
	 	
			
		 	  
	 	
			
	Signature	 	  
	 	

 This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: 

 

			
	By hand at:	  	Continental Stock Transfer & Trust Co.
		
		  	17 Battery Place, 8th Floor
		
		  	New York, New York 10004
		
	By mail at:	  	Continental Stock Transfer & Trust Co.
		
		  	17 Battery Place, 8th Floor
		
		  	New York, New York 10004

 The method of delivery of this Warrant Certificate is at the option and risk of the exercising Holder and the delivery of
this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be
allowed to insure timely delivery. 
 (Instructions as to form and delivery of Warrant Shares and/or Warrant Certificates) 

 

			
	Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate:	 	
	  
	 	

 Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate
as shown on the books of the Warrant Agent: 

	
	
	  

	(Street Address)
	
	  

	 (City and State) (Zip Code)


 Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name
of the Holder of this Warrant Certificate: 

	
	
	  
 


  
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	Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this
	Warrant Certificate as shown on the books of the Warrant Agent:	 	  


  

	
	  

	(Street Address)
	
	  

	(City and State) (Zip Code)
	
	  

	Dated:
	
	  

	Signature

 Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate.
If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the
Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). 

 

			
	SIGNATURE GUARANTEE
		
	Name of Firm	 	  



			
	Address	 	  



			
	Area Code and Number	 	  



			
	Authorized Signature	 	  



			
	Name	 	  



			
	Title	 	  

	Dated:                     ,
201    


  
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 ASSIGNMENT 
 (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER 
 DESIRES TO TRANSFER WARRANTS
EVIDENCED HEREBY) 
  

					
		
	FOR VALUE RECEIVED,	 	 
	(Please print name and address including zip code of assignee)
	
	HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
	
	  

	(Please insert social security or including zip code of assignee)

 the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney to
transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. 
  

			
	Dated:	 	  



 

			
	
	  

	Signature


 (Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended). 

 

			
	SIGNATURE GUARANTEE
		
	Name of Firm	 	  



			
	Address	 	  



			
	Area Code and Number	 	  



			
	Authorized Signature	 	  



			
	Name	 	  



			
	Title	 	  

	Dated:                     ,
201    


  
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