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Purchase and Sale Agreement > Re:
Securities Purchase Agreement dated February 12, 2009 (the "Securities Purchase Agreement") by and between 10X Fund, L.P. (the "Fund") and Pro-Pharmaceuticals, Inc. (the "Company")
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Exhibit 10.2
10X FUND, L.P.
1099 Forest Lake
Terrace
Niceville, Florida
32578
August 11, 2009
Pro-Pharmaceuticals, Inc.
7 Wells Avenue
Newton, MA 02459
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Re:
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Securities
Purchase Agreement dated February 12, 2009 (the
“Securities Purchase Agreement”) by and between 10X
Fund, L.P. (the “Fund”) and Pro-Pharmaceuticals, Inc.
(the “Company”)
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Dear Sirs:
I am writing to confirm that the
Fund and the Company have agreed to the following in relation to
the Securities Purchase Agreement and the shares of Series B-1
Convertible Preferred Stock issued thereunder:
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(1)
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the
“Final Purchase Date” (as defined in the Securities
Purchase Agreement) is hereby extended for six months, i.e., from
August 11, 2009 to February 11, 2010; and
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(2)
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The definition
for “Series B-1 Redemption Date” contained in
Section 1 of the Certificate of Designation of Preferences,
Rights and Limitations for the Series B-1 Convertible Preferred
Stock (the “Certificate of Designation”) shall be
amended to provide that such date will be nineteen (19) months
after the Original Issue Date of the Series B-1 Convertible
Preferred Stock.
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(3)
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The definition
for “Final Purchase Date” contained in Section 1
of the Certificate of Designation shall be amended to provide that
is February 11, 2010.
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(4)
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Section 3
of the Certificate of Designation shall be amended to provide that
the Company shall pay dividends on all shares of Preferred Stock
issued thereunder in shares of Common Stock of the Company valued
at $0.50 per share regardless of the actual market price of the
Common Stock on the date of payment of the dividend, and that the
Registration Statement Condition must only be true as to any
dividends paid on or after June 30, 2010.
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(5)
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Section 6(a)(A) of the Certificate of
Designation shall b
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