Form of Dealer Manager Warrant



 Exhibit 4.7 
 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 IN ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF
SIX (6) MONTHS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-155491 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE
WITH FINRA RULE 5110(G)(2). 
 PRO-PHARMACEUTICALS, INC. 
 FORM OF DEALER-MANAGER WARRANT 
 [            ] shares of Common Stock 
 _____________________,
2009 
 This DEALER-MANAGER WARRANT (this “Warrant”) of Pro-Pharmaceuticals, Inc., a corporation duly organized
and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Dealer Manager Agreement, dated as of February ___, 2009, by and between the Company and Maxim Group LLC (the
“Dealer Manager”) relating to an offering by the Company of rights (the “Offering”) to subscribe for common stock, par value $0.001 per share (the “Common Stock”). The Dealer Manager has acted as
dealer-manager for the Offering. 
 FOR VALUE RECEIVED, the Company hereby grants to Maxim Partners LLC (an affiliate of the Dealer
Manager) and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to [            ]
([            ]) shares [4% of the shares issued in the Offering] of Common Stock (such shares underlying this Warrant, the “Warrant Shares”), at a per share
purchase price equal to $[            ] [125% of the subscription price] (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in
this Warrant. 







 1. Date of Warrant Exercise. This Warrant shall become exercisable on the date that is six
(6) months from the Base Date (the “Exercise Date”). As used in this Warrant, the term “Base Date” shall mean ________________, 2009. Except as otherwise provided for herein or as permitted by applicable rules
of the Financial Industry Regulatory Authority, Inc. (“FINRA”), this Warrant shall not be sold, transferred, assigned, pledged or hypothecated prior to the Exercise Date. 
 2. Expiration of Warrant. This Warrant shall expire on the date that is the five (5) year anniversary of the Base Date (such date of
expiration, the “Expiration Date”). 
 3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the
terms of this Section 3. 
 3.1 Manner of Exercise. 
 (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the
terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in Boston, Massachusetts are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a
written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased
upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3 
 (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise
Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. 
 (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the
Holder in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the
Warrant Shares being purchased by the Holder. 
 (d) For purposes of this Warrant, the term “Fair Market Value” means with
respect to a particular date, the average closing price of the Common Stock for the ten (10) trading days immediately preceding the applicable exercise herein as officially reported by the principal securities exchange on which the Common Stock
is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange as 

  

 2 








 
determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. 
 For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c), the calculation of such exercise shall be as follows:

 X = Y (A-B)/A 
 where:

 X = the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share). 
 Y = the number of Warrant Shares with respect to which this Warrant is being exercised. 
 A = the Fair Market Value of the Common Stock. 
 B = the Exercise Price. 
 (e) For purposes of Rule 144 promulgated under the Securities Act (as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the U.S. Securities and Exchange Commission (the “Commission”) having substantially the same effect as such Rule, “Rule 144”) and sub-section
(d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above shall be deemed to have been acquired at the
time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above
shall be deemed to have commenced on the date this Warrant was issued. 
 3.2 When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in
whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased
upon exercise of this Warrant. 
 3.3 Delivery of Common Stock Certificates and New Warrant. As soon as reasonably practicable after
each exercise of this Warrant, in whole or in part, and in any event within seven (7) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and
delivered to the Holder hereof or, subject to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct: 
  

 3 








 (a) a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of
duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise; and 
 (b)
in case exercise is in part only, a new Warrant document of like tenor, dated the date hereof, for the remaining number of Warrant Shares issuable upon exercise of this Warrant after giving effect to the partial exercise of this Warrant (including
the delivery of any Warrant Shares as payment of the Exercise Price for such partial exercise of this Warrant). 
 4. Certain
Adjustments. For so long as this Warrant is outstanding: 
 4.1 Mergers or Consolidations. If at any time after the date hereof
there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the terms of securities issuable upon exercise of this Warrant (a
“Reorganization”), or a merger or consolidation of the Company with another corporation, association, partnership, organization, business, individual, government or political subdivision thereof or a governmental agency (a
“Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the terms of securities issuable
upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and adjustment shall be made so
that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of stock or any other equity or debt securities or property receivable upon such Reorganization or Merger by a holder of the number of
shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such Reorganization or Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with
respect to the rights and interests of the Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable
after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The provisions of this Section 4.1 shall similarly apply to
successive Reorganizations and/or Mergers. 
 4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or
from time to time effectuate a split or subdivision of the outstanding shares of Common Stock or pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly additional shares of Common Stock (“Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock
Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split or subdivision if no record date is fixed), the per share
Exercise Price shall be appropriately decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, 

  

 4 








 
however, that no adjustment shall be made in the event the split, subdivision, dividend or distribution is not effectuated. 
 4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares. 
 5. No Impairment. The Company will not, by amendment of its articles of incorporation or by-laws or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times assist in the carrying out of
all of the terms and in the taking of all actions necessary or appropriate in order to protect the rights of the Holder against impairment. 
 6. Chief Financial Officer’s Report as to Adjustments. With respect to each adjustment pursuant to Section 4 of this Warrant, the Company, at its expense, will promptly compute the adjustment or re-adjustment in accordance
with the terms of this Warrant and cause its Chief Financial Officer to certify the computation (other than any computation of the fair value of property of the Company, as the case may be) and prepare a report setting forth, in reasonable detail,
the event requiring the adjustment or re-adjustment and the amount of such adjustment or re-adjustment, the method of calculation thereof and the facts upon which the adjustment or re-adjustment is based, and the Exercise Price and the number of
Warrant Shares or other securities purchasable hereunder after giving effect to such adjustment or re-adjustment, which report shall be mailed by first class mail, postage prepaid to the Holder. The Company will also keep copies of all reports at
its office maintained pursuant to Section 10.2(a) hereof and will cause them to be available for inspection at the office during normal business hours upon reasonable notice by the Holder or any prospective purchaser of the Warrant designated
by the Holder thereof. 
 7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this
Warrant, at all times during the term of this Warrant, reserve and keep available out of its authorized shares of Common Stock, free from all taxes, liens and charges with respect to the issue thereof and not subject to preemptive rights or other
similar rights of shareholders of the Company, such number of its shares of Common Stock as shall from time to time be sufficient to effect in full the exercise of this Warrant. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect in full the exercise of this Warrant, in addition to such other remedies as shall be available to Holder, the Company will promptly take such corporate action as may, in the opinion of its counsel, be
necessary to increase the number of authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its Reasonable Best Efforts (as defined in Section 14
hereof) to obtain the requisite shareholder approval necessary to increase the number of authorized shares of Common Stock. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant 

  

 5 








 
shall be duly authorized and, when issued and paid for upon exercise, shall be validly issued, fully paid and nonassessable. 
 8. Registration and Listing. 
 8.1
Definition of Registrable Securities. As used herein, the term “Registrable Securities” means any shares of Common Stock issuable upon the exercise of this Warrant or any securities of the Company or any successor to the
Company into which this Warrant is exercisable, until the date (if any) on which such shares shall have been transferred or exchanged and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force. For purposes of this Warrant, the term “Majority”, in reference to
the holders of Registrable Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrant Shares (assuming the exercise of the entire Warrant) that: (i) are not held by the Company, an affiliate, officer, creditor,
employee or agent thereof or any of their respective affiliates, members of their family, Persons acting as nominees or in conjunction therewith and (ii) have not be resold to the public pursuant to a registration statement filed under the
Securities Act. 
 8.2 Intentionally Omitted. 
 8.3 Incidental Registration Rights. 
 (a) If the Company, at any time on or after the Exercise Date
and on or before the five (5) year anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a registration on Form S-4 or S-8 or any successor forms) whether for its own
account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to
herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its
intention to do so. Upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities made within twenty (20) days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder), except as set forth in Section 8.3(b), the Company will use its Reasonable Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities
which the Company has been so requested to register by such holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which
covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such
determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its 

  

 6 








 
obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to
delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares) and (iii) in the case of a determination to withdraw
registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. 
 (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such
securities are to be distributed by or through one or more underwriters, the Company will, if requested by the holders of the Registrable Securities representing a Majority of such Registrable Securities, use its Reasonable Best Efforts to arrange
for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform
the Company by letter of its belief that inclusion in such distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed
by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such
effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such
registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof so
that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration, together with the number of securities to be included in such registration for the account of the Company, shall be equal to the
number of shares stated in such managing underwriter’s letter. 
 8.4 Registration Procedures. Whenever the holders of
Registrable Securities have properly requested that any Registrable Securities be registered pursuant to the terms of this Warrant, the Company shall use its Reasonable Best Efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible: 
 (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its Reasonable Best Efforts to cause such registration statement to become effective; 
 (b) notify such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection therewith as may be necessary to (i) keep such registration statement effective and the prospectus included therein usable for a period 

  

 7 








 
commencing on the date that such registration statement is initially declared effective by the SEC and ending on the date when all Registrable Securities
covered by such registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities, and (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; 
 (c) furnish to such holders such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders; 
 (d) use its Reasonable Best Efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as such holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such
holders; provided, however, that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph; (ii) subject itself to
taxation in any such jurisdiction; or (iii) consent to general service of process in any such jurisdiction; 
 (e) notify such holders,
at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material
fact or omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not materially misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not materially misleading; 
 (f) provide a transfer agent and
registrar for all such Registrable Securities not later than the effective date of such registration statement; 
 (g) make available for
inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors, managers, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with
such registration statement; 
 (h) otherwise use its Reasonable Best Efforts to comply with all applicable rules and regulations of the SEC,
and make available to its security holders, as soon as reasonably practicable, an earnings statement of the Company, which earnings statement shall 

  

 8 








 
satisfy the provisions of Section 10(a) of the Securities Act and, at the option of the Company, Rule 158 thereunder; 
 (i) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company shall use its Reasonable Best Efforts promptly to obtain the withdrawal of
such order; 
 (j) use its Reasonable Best Efforts to cause any Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and 
 (k) if the offering is underwritten, use its Reasonable Best Efforts to furnish on the date that Registrable Securities are delivered to the underwriters
for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters covering such issues as are reasonably required by such underwriters.

 8.5 Listing. The Company shall secure the listing of the Common Stock underlying this Warrant upon each national securities
exchange or automated quotation system, if any, upon which shares of Common Stock are then listed or quoted (subject to official notice of issuance) and shall maintain such listing of shares of Common Stock. The Company shall at all times comply in
all material respects with the Company’s reporting, filing and other obligations under the by-laws or rules of any national securities exchange or market on which the Common Stock may then be listed or quoted, as applicable). 
 8.6 Expenses. The Company shall pay all Registration Expenses relating to the registration and listing obligations set forth in this
Section 8. For purposes of this Warrant, the term “Registration Expenses” means: (a) all Commission and FINRA registration and filing fees, (b) all reasonable fees and expenses of complying with securities or blue sky
laws, (c) all word processing, duplicating, “edgarization” and printing expenses, (d) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits
or “cold comfort” letters required by or incident to such performance and compliance and (e) premiums and other costs of policies of insurance (if any) against liabilities arising out of the public offering of the Registrable
Securities being registered if the Company desires such insurance, if any. Registration Expenses shall not include any underwriting discounts and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of the
selling holders of Registrable Securities. 
 8.7 Information Provided by Holders. Any holder of Registrable Securities included in
any registration shall furnish to the Company such information as the Company may reasonably request in writing to enable the Company to comply with the provisions hereof in connection with any registration referred to in this Warrant. 

 

 9 








 8.8 FINRA CobraDesk Filings. In the event that a registration statement covering the Registrable
Securities is filed and a filing of such registration statement for review by FINRA via the FINRA’s CobraDesk filing system (“CobraDesk Filing”) is required pursuant to the rules and regulations of FINRA, within one
(1) Business Day of the filing of such registration statement, the Company will prepare and make a COBRADesk Filing of the selling stockholder resale offering described in such registration statement for review by FINRA for the purpose of
having the prospectus contained within such registration statement treated as a “base prospectus” in connection with such resale offering. If the CobraDesk Filing is required, the Company will use its Reasonable Best Efforts to have the
CobraDesk Filing approved by FINRA within thirty (30) days of such filing date. The Company shall bear all expenses of the CobraDesk Filing, if any, (which shall not include fees and expenses of counsel or other advisors to the Holder). In all
circumstances, the Company shall pay for all FINRA filing fees associated with any CobraDesk Filing. 
 8.9 Effectiveness Period. The
Company shall use its Reasonable Best Efforts to keep each registration statement contemplated hereunder continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by
such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k),
as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected holders of Registrable Securities. 
 8.10 Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash
settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the
foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder. 
 9. Restrictions on Transfer. 
 9.1 Restrictive Legends. This Warrant and each Warrant issued
upon transfer or in substitution for this Warrant pursuant to Section 10 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section 9. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities laws. 
 9.2 Notice of Proposed Transfer. Prior to any
transfer of any securities which are not registered under an effective registration statement under the Securities Act (“Restricted Securities”), which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice to the Company of the Holder’s intention to effect a transfer (and shall describe 

  

 10 








 
the manner and circumstances of the proposed transfer). The following provisions shall apply to any proposed transfer of Restricted Securities: 

(i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration of
the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of
the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1 hereof. 
 (ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until either:
(x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 10.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been
effectively registered under the Securities Act. 
 9.3 Certain Other Transfer Restrictions. Notwithstanding any other provision of
this Section 9: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may only be transferred or assigned to persons who are both (A) permitted transferees under FINRA Rule 5110(g) and
(B) affiliates of the Holder, and (ii) no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to
be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable securities laws. 
 10.4 Termination of Restrictions. Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as
to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no
longer required in order to insure compliance with the Securities Act or Section 11 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company,
without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof. 
 10. Ownership, Transfer, Sale and Substitution of Warrant. 
 10.1 Ownership of Warrant. The
Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 11.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except
that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 10
and 11 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued. 
  

 11 








 10.2 Office; Exchange of Warrant. 
 (a) The Company will maintain its principal office at the location identified in the prospectus relating to the Offering or at such other offices as set
forth in the Company’s most current filing (as of the date notice is to be given) under the Exchange Act or as the Company otherwise notifies the Holder. 
 (b) The Company shall cause to be kept at its office maintained pursuant to Section 11.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the holder of the
Warrant, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder
thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary. 
 (c) Upon the
surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to compliance with Section 9
hereof, if applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares). 
 10.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation
at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof. 
 10.4 Opinions and other Actions. In connection with the sales or resales of any Registrable Securities by any Holder, whether pursuant to Rule 144
or otherwise, the Company agrees to cooperate with such Holder in facilitating such sales or resales, including, without limitation, and at the Company’s expense, causing its counsel provide any legal opinions required to remove the restrictive
legends from such Registrable Securities and taking all reasonable and customary action with respect to the Company’s transfer agent and registrar to facilitate such sales or resales). 
 11. No Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of
Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold 

  

 12 








 
consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company. 
 12. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as
follows: (a) if to the Holder, c/o Edward Rose, General Counsel, Maxim Group LLC, Fax No: (212) 895-3860; or (b) if to the Company, to the attention of its Chief Executive Officer at its office maintained pursuant to
Section 10.2(a) hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical
confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service,
or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail. 
 13. Payment
of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all
other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof. 
 14. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York. The section headings in this Warrant are for purposes of convenience only and shall not constitute
a part hereof. When used herein, the term “Reasonable Best Efforts” means, with respect to the applicable obligation of the Company, reasonable best efforts for similarly situated, publicly-traded companies. 
 [Signature Page Follows] 
  

 13 








 IN WITNESS WHEREOF, the Company has caused this Dealer Manager Warrant to be duly executed as of
the date first above written. 
  

			
	PRO-PHARMACEUTICALS, INC.
		
	By:	 	 
		 	 Name:
 Title:



  

 14 








 EXHIBIT A 
 FORM OF EXERCISE NOTICE 
 [To be executed only upon exercise of Warrant] 
 To PRO-PHARMACEUTICALS, INC.: 
 The undersigned registered
holder of the within Dealer Manager Warrant hereby irrevocably exercises the Dealer Manager Warrant pursuant to Section 3.1 of the Warrant with respect to ________________________ Warrant Shares, at an exercise price per share of
$[            ], and requests that the certificates for such Warrant Shares be issued, subject to Sections 9 and 10, in the name of, and delivered to: 
 ______________________________________ 
 ______________________________________ 
 ______________________________________ 
 ______________________________________ 
 The
undersigned is hereby making payment for the Warrant Shares in the following manner: [check one] 
  

	 	 ̈	by cash in accordance with Section 3.1(b) of the Warrant 

  

	 	 ̈	via cashless exercise in accordance with Section 3.1(c) of the Warrant in the following manner: 

  
  
  
  
  
  
 The undersigned hereby represents and warrants
that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant. 
 Dated: _______________ 
 ____________________________________________________ 
 Print or Type Name 
 ____________________________________________________ 
 (Signature must conform in all respects to name of holder as 
 specified on the face of Warrant) 
 ____________________________________________________ 
 (Street Address) 
 ____________________________________________________ 
 (City)                                       
 (State)                    (Zip Code) 







 EXHIBIT B 
 FORM OF ASSIGNMENT 
 [To be executed only upon transfer of Warrant] 
 For value received, the undersigned registered holder of the within Dealer Manager Warrant hereby sells, assigns and transfers unto _____________________
[include name and addresses] the rights represented by the Dealer Manager Warrant to purchase __________ shares of Common Stock of PRO-PHARMACEUTICALS, INC. to which the Dealer Manager Warrant relates, and appoints _____________________ Attorney to
make such transfer on the books of PRO-PHARMACEUTICALS, INC. maintained for the purpose, with full power of substitution in the premises. 
 Dated: 
 ________________________________________ 
 (Signature must conform in all respects 
 to name of holder as specified on the 
 face of Warrant) 
 ________________________________________ 
 (Street Address) 
 ________________________________________ 
 (City)                            (State)        (Zip Code)

 Signed in the presence of: 
 ________________________________________ 
 (Signature of Transferee) 
 ________________________________________ 
 (Street Address) 
 ________________________________________ 
 (City)                            (State)        (Zip Code)

 Signed in the presence of: 
 _____________________________________________