Warrant Extension Agreement between the Company and 10X Fund L.P

This letter agreement (this “Letter Agreement”) confirms the agreement between Galectin Therapeutics, Inc. (the “Company”) and 10X Fund L.P. and 10X Capital Management LLC (collectively referred to as “10X”) regarding certain amendments with respect to an aggregate of 5,732,253 Common Stock Purchase Warrants (the “Series B Warrants”) held by 10X, which are listed on Schedule  A.

The Company has agreed to extend the maturity date of the Series B Warrants upon certain terms and conditions.  Without giving effect to the extensions, the expiration date of each of the Warrants is set forth on Schedule A.  The extensions and  the other terms and conditions that have been agreed to are set forth in amended and restated warrant agreements, executed contemporaneously herewith and which are listed on Schedule B (collectively, the “Amended and Restated Warrants”).

1.        Amendment and Restatement of Series B Warrants.  The following summarizes the amendments to the Series B Warrants contained in the Amended and Restated Warrants:

10X and the Company have executed and delivered the Amended and Restated Warrants.  To the extent of a conflict between this paragraph 1 and the terms of the Amended and Restated Series B Warrants, the terms of the Amended and Restated Series B Warrants shall control.

2.         Beneficial Ownership. In conjunction with the addition of the Beneficial Ownership Limitation provision to the Series B Warrants, the Company shall also use commercially reasonable efforts to cause Richard E. Uihlein to exercise an aggregate of 2,231,204 common stock purchase warrants, which would result in the Company’s aggregate number of issued and outstanding shares of common stock to be 61,813,457 immediately following the exercise of such warrants.

3.         Registration Rights.  Nothing in this Letter Agreement shall limit, modify or terminate any obligation of the Company to register the resell of the common shares issuable upon exercise of the Series B Warrants, including under that Registration Rights Agreement dated February 12, 2009 and that Registration Rights Agreement dated September 22, 2016.

4.          Successors and Assigns; Third Party Rights.  This Letter Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto, and any purported assignment in violation of this section shall be void ab initio.  Except as otherwise provided herein, the terms and conditions of this Letter Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.

5.         Acknowledgment. 10X agrees and acknowledges that following the execution of the Amended and Restated Warrants, 10X does not have any right to nominate, designate or appoint any person to serve on the Company’s board of directors.

6.          Severability.  The invalidity or unenforceability of any particular provision of this Letter Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

7.         Counterparts.  This Letter Agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not necessarily the same counterpart.  Executed counterpart signature pages hereto may be delivered by facsimile, pdf or other form of electronic transmission and shall have the same force and effect as originals.

8.         Governing Law.  This Letter Agreement is governed by and shall be construed in accordance with the law of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or the construction of this Letter Agreement to the law of another jurisdiction.