GALECTIN THERAPEUTICS INC — Director's Dealing 2010

May 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRO PHARMACEUTICALS INC (PRWP)
CIK: 0001133416
Period of Report: 2010-04-30

Reporting Person: Martin Rod D (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-30	Series B-2 Convertible Preferred Stock	$0.5	P	155000	Acquired		Common Stock (620000)	Indirect
2010-04-30	Class A-1 Warrant (right to buy)	$0.5	P	1	Acquired	2015-04-30	Common Stock (310000)	Indirect
2010-04-30	Class A-2 Warrant (right to buy)	$0.5	P	1	Acquired	2015-04-30	Common Stock (310000)	Indirect
2010-04-30	Class B Warrant (right to buy)	$0.5	P	1	Acquired	2015-04-30	Ccmmon Stock (1240000)	Indirect

Footnotes

F1: Each share of Series B-2 Convertible Preferred Stock is convertible into four shares of Issuer's common stock at a conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (a) the holder, at any time and (b) Issuer, at any time after April 30, 2011 (and upon 10 days notice) if the Issuer's common stock is quoted at or above $1.50 per share for 15 consecutive trading days and an effective registration statement regarding the underlying shares of Issuer's common stock is in effect (subject to certain monthly volume limits). The shares of Series B-2 Convertible Preferred Stock do not expire.

F2: On April 30, 2010, 10X Fund, L.P. purchased (a) 155,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 310,000 shares of Common Stock for $0.50 per share, (c) one Class A-2 Warrant to purchase 310,000 shares of Common Stock for $0.50 per share, and (d) one Class B Warrant to purchase 1,240,000 shares of Common Stock for $0.50 per share, for aggregate consideration of $310,000.

F3: Reporting Person is a managing member of 10X Capital Management, LLC, a Florida limited liability company acting as the general partner of 10X Fund, L.P., a Delaware limited partnership, and as such, may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested.

F4: Any such deemed indirect beneficial ownership may also be reduced by Mr. Martin's proportional ownership in 10X Capital Management, LLC. Mr. Martin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Mr. Martin also does not report a beneficial interest in securities indirectly owned by a nonprofit corporation of which he is a director based upon a $50,000 investment in 10X Fund, L.P. because he does not have any pecuniary interest in the securities.

F5: Excludes (i) up to 285,000 shares of Series B-2 Preferred Stock convertible into 1,140,000 shares of Common Stock; (ii) Class A-1 Warrants exercisable to purchase up to 570,000 shares of Common Stock; (iii) Class A-2 Warrants exercisable to purchase up to 570,000 shares of Common Stock; and (iv) Class B Warrants exercisable to purchase up to 2,280,000 shares of Common Stock that 10X Fund, L.P. may purchase from Issuer within 60 days of the date hereof pursuant to a Securities Purchase Agreement dated February 12, 2009, as amended on August 11, 2009 and February 11, 2010, between Issuer and 10X Fund, L.P.