EXHIBIT 10.2
PROMISSORY NOTE
FOR VALUE RECEIVED,
Pro-Pharmaceuticals, Inc., a Nevada corporation (the
“Maker”), promises to pay to the order of 10X Fund,
L.P., a Delaware limited partnership (the “Holder”), or
any subsequent Holder, the Redemption Amount that is outstanding
from time to time with interest at the rate of 15% per annum,
compounded monthly. All principal and accrued interest on this Note
shall be payable on the Maturity Date (as hereinafter defined), and
until the Maturity Date the Maker shall make quarterly payments of
interest, which shall be due on the first day of each calendar
quarter, commencing with the first day of the first calendar
quarter occuring after the Effective Date of this Note. This Note
shall mature on the later the occur of (a) one (1) year
after the Effective Date of this Note, or (b) the last Series
B-2 Redemption Date to occur with respect to any issue of Series
B-2 Convertible Preferred Stock of the Maker.
The “Redemption Amount”
shall mean any amount the Maker is required to pay the Holder upon
any redemption of Preferred Stock by the due date for payment
thereof pursuant to the Certificate of Designation of Preferences,
Rights and Limitations of Series B-1 Convertible Preferred Stock
and Series B-2 Convertible Preferred Stock of the Maker, as filed
with the Secretary of State of Nevada (the “Certificate of
Designation”).
“Series B-2 Redemption
Date” shall have the meaning it is defined to have in the
Certificate of Designation.
The “Effective Date”
shall mean the date this Note is released from escrow to the Holder
pursuant to Section 7(d) of the Certificate of
Designation.
In the event any quarterly interest
payment is not made within five (5) days of its due date, the
Maker shall pay a late charge of five (5%) percent of the
amount of the payment, provided that only one (1) such late
charge may be collected on any particular payment however long that
payment shall remain past due. Upon acceleration of the unpaid
principal balance pursuant to this Note, all amounts due under the
Note will bear interest at 18% per annum until paid in full.
In the event of default on the part of the Maker hereunder, whether
by a failure to make a quarterly interest payment or a failure to
pay all principal and accrued interest hereunder after demand by
the Holder, the unpaid principal shall bear interest at the rate of
fifteen percent (l8%) per annum from the date of such default until
such default is cured.
Maker may prepay any principal
amount of this Note in part or whole without premium or penalty
upon thirty (30) days prior written notice to the Holder. Any
prepayment shall be applied first to accrued interest and the
balance to reduction of the outstanding principal. Any such
prepayments shall not postpone the due date of any subsequent
quarterly payments nor change the amount of such
