THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN ANY MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.
SYMBOLLON PHARMACEUTICALS, INC.
Redeemable Warrant for the Purchase of Shares of Class A Common
Stock,
par value $.001 per share
This Warrant
Expires
on ,
2012
No.
___ _______
Shares
This
is to verify that, FOR VALUE RECEIVED,
___________________________________, or its registered
permitted assigns (hereinafter
referred to as the " Holder ") is entitled to
purchase, subject to the terms and conditions hereof, from
Symbollon Pharmaceuticals, Inc. , a Delaware
corporation (the " Company "), ___________
(________) shares of the Class A Common Stock of the Company,
par value $.001 per share (the " Common Stock
"), at any time from ______________, 2007 (the “
Initial Date ”) and ending (except as
otherwise provided in paragraph 5(b) hereof) at 5:00 p.m.
Eastern Standard Time on ______________, 2012 (the "
Termination Date "), at an exercise price per
share of $1.00, as the same may hereafter be adjusted in
accordance with the terms hereof (as the same may be adjusted,
the " Exercise Price "). The
number of shares of Common Stock purchasable upon exercise of
this Warrant (the " Warrant ") shall be
subject to adjustment from time to time upon the occurrence of
certain events as set forth below. The shares of
Common Stock issuable or issued upon exercise of this Warrant,
as adjusted from time to time, are sometimes referred to
hereinafter as " Exercise Shares
."
This Warrant is one of the
warrants (collectively, including any warrants issued upon
the exercise or transfer of any such warrants in whole or in
part, the “Warrants”) issued pursuant to an
offering (the “Offering”) by the Company of up to
4,000,000 Units, each consisting of one share of Common Stock
and one Warrants, pursuant to a Confidential Private
Placement Memorandum, dated September 20, 2007, as it may be
amended or supplemented. As used herein the term
“this Warrant” shall mean and include this
Warrant and any Warrant or Warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in
whole or in part.
1.
Exercise of Warrant; Issuance of Exercise Shares
.
(a)
Exercise of Warrants . This Warrant may be
exercised in whole at any time or in part from time to time on
or after the Initial Date until and including the Termination
Date, upon surrender of this Warrant on any Business Day, as
hereinafter defined, to the Company at its principal office,
presently located at the address of the Company set forth in
Section 10 hereof (or such other principal office of the
Company, if any, as shall theretofore have been designated by
the Company by written notice to the Holder), together with:
(i) a completed and duly executed Notice of Warrant Exercise
in the form set forth in Exhibit A hereto and made a
part hereof (an " Exercise Notice ") and (ii)
payment in full of the Exercise Price for the number of
Exercise Shares set forth in the Exercise Notice, in lawful
money of the United States of America, by certified check or
bank cashier's check made payable to the order of the Company,
or by wire transfer of immediately available funds to an
account designated by the Company. For purposes of
this Warrant, the term " Business Day " shall
be understood to mean any day upon which commercial banks in
Middlesex County, Massachusetts are not required or authorized
by law to be closed. Upon such surrender of this
Warrant and related Exercise Notice and payment of the
Exercise Price as aforesaid, the Company shall issue and cause
to be delivered with all reasonable dispatch to or upon the
written order of the Holder and in such name or names as the
Holder may designate, a certificate or certificates for the
number of full shares of Common Stock comprising the
applicable number of Exercise Shares so purchased upon the
exercise of this Warrant. Such certificate or
certificates shall be deemed to have been issued, and any
person so designated to be named therein shall be deemed to
have become a holder of record of the Exercise Shares
represented thereby, as of the date of surrender of this
Warrant (accompanied by the related Exercise Notice) and
payment in full of the Exercise Price, as aforesaid,
notwithstanding that the certificates representing such
Exercise Shares shall not actually have been delivered or that
the transfer shall not have been reflected on the stock
transfer books of the Company. Upon any partial
exercise of this Warrant, the Company shall issue to the
Holder a new Warrant in respect of the Exercise Shares as to
which this Warrant has not been exercised. This
Warrant and all rights hereunder shall expire on the
Termination Date and shall be wholly null and void to the
extent this Warrant is not exercised prior to 5:00 p.m.
Eastern Standard Time on the Termination Date.
(b)
Exercise Shares Fully Paid and Non-Assessable
. The Company agrees and covenants that all
Exercise Shares issuable upon the due exercise of this Warrant
will, upon issuance in accordance with the terms hereof, be
duly authorized, validly issued, fully paid and non-assessable
and free and clear of all taxes with respect to the issuance
thereof (other than taxes which, pursuant to Section 2 hereof,
the Company shall not be obligated to pay) and any liens,
charges and security interests created by the
Company.
(c)
Reservation of Exercise Shares . The Company
agrees and covenants that at all times prior to the
Termination Date it will have authorized, and hold in reserve,
a number of authorized but unissued shares of Common Stock as
shall from time to time be sufficient to permit the issuance
of all Exercise Shares issuable upon the full exercise of this
Warrant.
2 .
Payment of Taxes .
The Company will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Exercise Shares upon
the 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 issuance of this
Warrant or in respect of any certificates for Exercise Shares
issued pursuant hereto in a name other than that of the Holder upon
the exercise of this Warrant, and the Company shall not be required
to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid or is not
required to be paid.
3 .
Limited Rights of Holder .
The Holder shall not, by virtue of anything contained
in this Warrant or otherwise (except upon exercise of this Warrant,
with respect to the Exercise Shares purchased thereby), be entitled
to any right whatsoever, either in law or equity, of a stockholder
of the Company, including without limitation, the right to receive
dividends or to vote or to consent or to receive notice as a
stockholder in respect of meetings of stockholders or the election
of directors of the Company or any other matter.
4 .
Registration of Transfers and Exchanges
. This Warrant shall be transferable,
subject to the provisions of Section 8 hereof, upon the books of
the Company to be maintained by it for that purpose, upon surrender
of this Warrant to the Company at its principal office accompanied
by a written instrument or instruments of transfer in the form of
Exhibit B hereto or in such other form as may be
satisfactory to the Company and duly executed by the Holder or by
the duly appointed legal representative thereof or by a duly
authorized attorney and upon payment of any necessary transfer tax
or other governmental charge imposed upon such
transfer. In all cases of transfer by an attorney, the
original power of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited and remain with the
Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and
may be required to be deposited and remain with the Company in its
discretion. Upon any such registration of transfer, a
new Warrant shall (subject to Section 2 hereof) be issued to the
transferee named in such instrument of transfer, and the
surrendered Warrant shall be cancelled by the Company.
5 .
Adjustment of Warrant .
The Exercise Price and the number and kind of
securities issuable upon exercise of this Warrant shall be subject
to adjustment from time to time as set forth below:
(a)
Dividends, Subdivisions or Combinations . If
the Company shall at any time (i) pay a dividend or make a
distribution on the Common Stock in shares of its Common
Stock, (ii) subdivide its outstanding Common Stock, or (iii)
combine its outstanding Common Stock into a smaller number of
shares, the number of shares of Common Stock which may be
purchased upon exercise of this Warrant thereafter shall be
adjusted so that the number of shares thereafter purchasable
upon exercise of this Warrant shall be equal to the number of
shares which the Holder would have been entitled to receive
after the happening of such event had this Warrant been
exercised immediately prior to such event. Any
adjustment made pursuant to this Paragraph 5(a) shall become
effective retroactively to the relevant record date in the
case of a dividend and shall become effective on the relevant
effective date, in the case of any subdivision or
combination. No adjustment hereunder shall be made
in respect of any cash dividends.
(b)
Reclassifications, Reorganizations and other
Transactions . In case of any reclassification,
capital reorganization or other change of outstanding Common
Stock (other than a subdivision or combination of the
outstanding Common Stock and other than a change in the par
value of the Common Stock), or in case of any consolidation or
merger of the Company with or into another corporation (other
than a merger with a subsidiary of the Company in which the
Company is the continuing corporation and that does not result
in any reclassification, capital reorganization or other
change of outstanding Common Stock of the class issuable upon
exercise of this Warrant), or in case of any sale, lease,
transfer or conveyance to another corporation of the property
and assets of the Company as an entirety or substantially as
an entirety, the Company shall, as a condition precedent to
such transaction, cause such successor or purchasing
corporation, as the case may be (or, if the Company is not the
surviving or acquiring entity, shall use its reasonable
efforts to negotiate to cause such successor or acquiring
corporation), to execute with the Holder an agreement granting
the Holder the right thereafter, upon payment of the Exercise
Price in effect immediately prior to such action, to receive
upon exercise of this Warrant the kind and amount of shares
and other securities and property which the Holder would have
owned or would have been entitled to receive after the
happening of such reclassification, capital reorganization,
change, consolidation, merger, sale, lease, transfer or
conveyance had this Warrant been exercised immediately prior
to such action. Such agreement shall provide for
adjustments in respect of such shares of stock and other
securities and property which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this
Section. As to any consolidation or merger, or any
conveyance or transfer of the assets and properties of the
Company substantially as an entirety, in which the Company
shall not be the surviving or acquiring party and in
connection with which the Company, despite its reasonable
efforts to do so, is unable to negotiate the assumption of the
obligations represented by this Warrant by the surviving or
acquiring entity, or any transaction pursuant to which the
Company shall have disposed of substantially all of its
assets, or any transaction constituting the voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the right to exercise this Warrant shall expire at
the close of business on the later of the dates specified in
the notice of such transaction delivered by the Company to the
Holder pursuant to Section 6 hereof as the date on which any
such consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up is expected to become effective and
the date as of
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