warrant09272007.htm


    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.

     

    
      
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    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.

     

    
      
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    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.

     

    
      
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    (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 which it is expected that holders of record of shares of Common
      Stock
      shall be entitled to exchange such shares for securities or other property,
      if
      any, deliverable upon the consolidation, merger, conveyance, transfer,
      dissolution, liquidation or winding up.  If this Warrant has not been
      exercised in such cases on or prior to such aforesaid date, it shall, anything
      herein to the contrary notwithstanding, become void and all rights under this
      Warrant shall cease.

    


    (c)           Corresponding
      Exercise Price Adjustments.  After any adjustment of the number or
      kind of shares or other securities or property issuable upon exercise of this
      Warrant pursuant to the provisions of this Section 5, the Exercise Price shall
      also be adjusted so that the aggregate Exercise Price thereafter payable upon
      exercise of this Warrant shall be equal to the aggregate Exercise Price which
      would have been payable upon exercise of this Warrant immediately prior to
      such
      adjustment for the purchase of the number or kind of shares or other securities
      or other property issuable upon exercise of this Warrant.

     

    
      
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    (d)           Adjustment
      Limitations.  No adjustment in the number of Exercise Shares
      issuable upon exercise of this Warrant, or of the Exercise Price, shall be
      required to be made unless such adjustment would require an increase or decrease
      of at least five percent (5%); provided, however, that any
      adjustments which by reason of this Paragraph are not required to be made shall
      be carried forward and taken into account in any subsequent
      adjustment.  All calculations under this Section 5 shall be made to
      the nearest cent or one-one hundredth of a share, as the case may be, but in
      no
      event shall the Company be obligated to issue fractional shares upon exercise
      of
      this Warrant or to make any cash payment in lieu thereof, and any fractional
      shares issuable upon the exercise hereof shall be rounded down to the
      immediately prior whole share.

    


    (e)           Form
      of Warrant After Adjustments.  The form of this Warrant need not
      be changed because of any adjustments in the Exercise Price or the number or
      kind of the Exercise Shares, and this Warrant, and any warrant thereafter issued
      in substitution for this Warrant, may continue to express the same Exercise
      Price and number and kind of Exercise Shares as are stated in this Warrant,
      as
      initially issued.

    


    6.           Rights
      of Holder.  Without limiting anything
      contained elsewhere herein, in case at any time:

    


    (a)           The
      Company shall declare any dividend upon its Common Stock payable otherwise
      than
      in Common Stock of the Company; or

    


    (b)           The
      Company shall offer for subscription to all of the holders of its Common Stock
      any additional shares of stock of any class or any other securities convertible
      into shares of stock or any rights to subscribe thereto; or

    


    (c)           There
      shall be any capital reorganization or reclassification of the capital stock
      of
      the Company, or a sale of all or substantially all of the assets of the Company,
      or a consolidation or merger of the Company with another corporation, other
      than
      a merger with a subsidiary in which merger the Company is the continuing
      corporation and which does not result in any reclassification or change of
      the
      then outstanding shares of Common Stock or other capital stock issuable upon
      exercise of this Warrant other than a change in par value (or from par value
      to
      no par value or from no par value to par value); or

    


    (d)           
      There shall be a voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company;

     

    
      
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    then,
      in
      any one or more of said cases, the Company shall cause to be mailed to the
      Holder, at the earliest practicable time (and, in any event, not less than
      10
      days before any record date or other date set for definitive action), written
      notice of the date on which the books of the Company shall close or a record
      shall be taken for such dividend, subscription, reorganization,
      reclassification, consolidation, merger, dissolution, liquidation or winding
      up,
      as the case may be.  Such notice shall also set forth such facts as
      shall indicate the effect of such action (to the extent such effect may be
      known
      at the date of such notice) on the Exercise Price and the kind and amount of
      the
      shares of stock and other securities and property deliverable upon exercise
      of
      this Warrant.  Such notice shall also specify the date as of which the
      holders of the Common Stock of record shall participate in said dividend or
      subscription rights or shall be entitled to exchange their Common Stock for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, dissolution, liquidation or winding
      up,
      as the case may be.  Notwithstanding anything in this Section 6 to the
      contrary, however, it is agreed that the failure of the Company to give any
      such
      notice of a corporate action shall not invalidate such corporate
      action.

    


    7.           Registration
      Rights.  Certain registration rights
      covering the Exercise Shares are set forth in Article IV of the Subscription
      Agreement dated ____________, 2007 between the Company and the Holder (the
      “Subscription Agreement”).

    


    8.           Restrictions
      on Transferability - Restrictive Legend. Neither
      this Warrant nor any of the Exercise Shares (nor any interest herein or therein)
      shall be sold, assigned, pledged, encumbered, or otherwise transferred or
      disposed of except in accordance with the provisions of this
      Section:

    


    (a)           Restrictions
      on Transfer; Indemnification.  Neither this Warrant nor any
      Exercise Shares may be offered for sale or sold, or otherwise transferred or
      disposed of, in any transaction which would constitute a sale thereof within
      the
      meaning of the Securities Act of 1933, as amended (the "Act"),
      unless (i) such security has been registered for sale under the Act and
      registered or qualified under applicable state securities laws relating to
      the
      offer and sale of securities, or (ii) exemptions from the registration
      requirements of the Act and the registration or qualification requirements
      of
      all such state securities laws are available and the Company shall have received
      an opinion of counsel satisfactory to the Company that the proposed sale or
      other transfer or disposition of such securities may be effected without
      registration under the Act and would not result in any violation of any
      applicable state securities laws relating to the registration or qualification
      of securities for sale.  The Holder agrees to indemnify and hold
      harmless the Company against any loss, damage, claim or liability (including,
      without limitation, any legal costs or expenses incurred by the Company) arising
      from the sale, transfer or other disposition of this Warrant or any Exercise
      Shares held by the Holder, or any interest therein, in violation of the
      provisions of this Section 8.

    


    (b)           Restrictive
      Legends.  Unless and until otherwise permitted by this Section 8,
      this Warrant, each warrant issued to the Holder pursuant hereto or to any
      transferee or assignee of this Warrant, and each certificate representing
      Exercise Shares issued upon exercise of this Warrant or any warrant issued
      to
      the Holder pursuant hereto or to any transferee or assignee of this Warrant,
      or
      to any transferee of the person to whom any Exercise Shares are issued, shall
      bear a legend setting forth the requirements of Paragraph (a) of this Section
      8,
      together with such other legend or legends as may otherwise be deemed necessary
      or appropriate by counsel to the Company.

     

    
      
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    (c)           Notice
      of Proposed Transfers.  Prior to any transfer, offer to transfer
      or attempted transfer of this Warrant or any unregistered Exercise Shares,
      the
      holder of such security shall give written notice to the Company of such
      holder's intention to effect such transfer.  Each such notice (i)
      shall describe the manner and circumstances of the proposed transfer in
      reasonable detail, and shall contain an undertaking by the person giving such
      notice to furnish such other information as may be required, to enable counsel
      to the Company to make the determinations referred to below, and (ii) shall
      designate the counsel for the person giving such notice, such counsel to be
      reasonably satisfactory to the Company.  The person giving such notice
      shall submit a copy thereof to the counsel designated in such notice, and the
      following provisions shall apply:

    


    (i)           If,
      in the opinion of counsel to the Company, the proposed transfer of this Warrant
      or Exercise Shares, as appropriate, may be effected without registration of
      such
      security under the Act or under any applicable state law, the Company shall,
      as
      promptly as practicable, so notify the holder of such security and such holder
      shall thereupon be entitled to transfer such security in accordance with the
      terms of the notice delivered by such holder to the Company.  Each
      certificate evidencing the securities thus to be transferred (and each
      certificate evidencing any untransferred balance of the securities evidenced
      by
      such certificate) shall bear the restrictive legends referred to in Paragraph
      (b) of this Section 8, unless in the opinion of counsel to the Company such
      legends are not required in order to ensure compliance with the
      Act.

    


    (ii)                      If,
      in the opinion of counsel to the Company, the proposed transfer of securities
      may not be effected without registration under the Act or under any applicable
      state law, the Company shall, as promptly as practicable, so notify the holder
      thereof.  However, except as referenced in Section 7 hereof, the
      Company shall have no obligation to register such securities under the
      Act.

    


    The
      holder of the securities giving the notice under this Paragraph (c) shall not
      be
      entitled to transfer any of the securities that are the subject to such notice
      until receipt of notice from the Company under subparagraph (i) of this
      Paragraph (c) or registration of such securities under the Act, and under any
      applicable state law, has become effective.

    


    9.           Redemption
      of the Warrants.

    


    (a)           Redemption
      Right.  On a date (the “Redemption Date”) not less than fifteen
      (15) days from the date notice (the “Notice of Redemption”) is given to the
      Holder, this Warrant may be redeemed, at the option of the Company, at a
      redemption price of $.01 per Warrant (the “Redemption Price”), in the event that
      during a period ending within sixty (60) days prior to the date on which the
      Notice of Redemption is given, (i) the last reported sales price of the Common
      Stock over twenty (20) successive trading days is equal to or greater than
      $5.00
      (the “Target Price”) and (ii) the Class A Common Stock has an average trading
      volume in excess of twenty-five thousand (25,000) shares per day over the same
      twenty (20) successive trading days period of time, subject to adjustment as
      set
      forth in Paragraph 9(e) below.  The date fixed for redemption of this
      Warrant is referred to herein as the “Redemption Date”.

     

    
      
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    (b)           Notice
      of Redemption.  If the conditions set forth in Section 9(a) are
      met, and the Company desires to exercise its right to redeem this Warrant,
      the
      Company shall mail the Notice of Redemption to the Holder, first class, postage
      prepaid, at his address set forth on the first page hereof (or such other
      address of the Holder, if any, as shall theretofore have been designated by
      the
      Holder by written notice to the Company).  Any notice mailed in the
      manner provided herein shall be conclusively presumed to have been duly given
      on
      the date mailed by the Company whether or not the Holder receives such
      notice.  The Notice of Redemption shall specify (i) the Redemption
      Price, (ii) the Redemption Date, (iii) the place where the Warrant certificate
      shall be delivered and the Redemption Price paid and (iv) that the right to
      exercise this Warrant shall terminate at 5:00 p.m. Eastern Standard Time on
      the
      Business Day immediately preceding the Redemption Date.  An affidavit
      of the Company’s Secretary or Assistant Secretary that the Notice of Redemption
      has been mailed shall, in the absence of fraud, be prima facie evidence of
      the
      facts stated therein.

    


    (c)           Right
      to Exercise Warrant.  Any right to exercise this Warrant shall
      terminate at 5:00 p.m. Eastern Standard Time on the Business Day immediately
      preceding the Redemption Date.  On and after the Redemption Date, the
      Holder shall have no further rights except to receive, upon surrender of this
      Warrant, the Redemption Price.

    


    (d)           Certificate
      Surrender; Payment of Redemption Price.  From and after the
      Redemption Price, the Company shall at the place specified in the Notice of
      Redemption, upon presentation and surrender to the Company by or on behalf
      of
      the Holder thereof of the Warrant certificate, deliver or cause to be delivered
      to or upon the written order of the Holder a sum in cash equal to the Redemption
      Price of this Warrant.  From and after the Redemption Date and upon
      the deposit or setting aside by the Company of a sum sufficient to redeem this
      Warrant, this Warrant shall expire and become void and all rights hereunder
      and
      under the Warrant certificate, except the right to receive payment of the
      Redemption Price, shall cease.

    


    (e)           Target
      Price Adjustment.  If the Exercise Price is adjusted pursuant to
      Section 5 hereof, then the Target Price shall be correspondingly adjusted so
      that it shall remain at the same multiply of the Exercise Price.

    


    10.           Notices.  All
      notices required or permitted to be given hereunder shall be in writing and
      shall be deemed to have been (a) when received, if delivered in person; (b)
      when
      sent, if sent by electronically confirmed facsimile transmission; or (c) five
      Business (5) Days following the mailing thereof, if mailed by certified first
      class mail, postage prepaid, return receipt request, in any such case as to
      the
      following addresses or facsimile transmission numbers:


    
      
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    If
      to the
      Company, to:

    


    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring
      Drive

    Framingham,
      Massachusetts 01702

    Attention:  Paul
      C. Desjourdy, President

    Telephone:
      (508) 620-7676

    Telecopier:
      (508) 620-7111

    


    If
      to the
      Holder, to the address and facsimile transmission number set forth on the first
      page hereof, or in either case to such other address as the party shall have
      furnished in accordance with the Paragraph 9(b) hereof.

    


    10.           Supplements
      and Amendments.  The Company may from
      time to time supplement or amend this Warrant without the approval of the Holder
      in order to cure any ambiguity or to correct or supplement any provision
      contained herein which may be defective or inconsistent with any other
      provision, or to make any other provisions in regard to matters or questions
      herein or arising hereunder which the Company may deem necessary or desirable
      and which shall not materially adversely affect the interests of the Holder
      hereunder.  Otherwise this Warrant may be amended or any of its
      provisions waived only by a written consent or consents executed by the Company
      and Holders of a majority of the then outstanding unexercised
      Warrants.  Any amendment or waiver shall be binding upon all existing
      and future Holders.

    


    11           Lost,
      Stolen or Mutilated Warrants.  Upon receipt of evidence
      satisfactory to the Company of the loss, theft, destruction or mutilation of
      any
      Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement
      of the Company’s reasonable incidental expenses and indemnity reasonably
      satisfactory to the Company, the Company shall execute and deliver to the Holder
      thereof a new Warrant of like date, tenor and denomination.

    


    12           Successors
      and Assigns.  This Warrant shall inure
      to the benefit of and be binding on the respective successors, permitted assigns
      and legal representatives of the Holder and the Company.

    


    13           Severability.  If
      for any reason any provision or term of this Warrant is held to be invalid
      or
      unenforceable, all other valid provisions herein shall remain in full force
      and
      effect and all terms and provisions of this Warrant shall be deemed to be
      severable.

    


    14           Governing
      Law.  This Warrant shall be governed by
      and construed in accordance with the laws of The Commonwealth of Massachusetts
      without regard to its conflict of laws provisions.

     

    
      
        9

      

      
         

        
          

        

      

      
         

      

    

    
 

    15           Headings.  Section
      and Paragraph headings used herein are included herein for convenience of
      reference only and shall not affect the construction of this Warrant nor
      constitute a part of this Warrant for any other purpose.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly
      executed as of the date and year first above written.

    


    


    
      	
               

            	
              SYMBOLLON
                PHARMACEUTICALS, INC.

            


    

    


    


    


    By:_____________________________________

          Paul
      C. Desjourdy, President


    
      
            10

         

      

      
         

        
          

        

      

      
         

      

    


     EXHIBIT
      A

    


    NOTICE
      OF WARRANT
      EXERCISE

    


    Pursuant
      to a Warrant issued by Symbollon Pharmaceuticals, Inc., a Delaware corporation
      (the "Company"), to the undersigned dated as of ___________,
      2007, the undersigned hereby irrevocably elects to exercise its warrant to
      the
      extent of purchasing _______________ shares of Class A Common Stock (the
      "Exercise Shares") of the Company as provided for
      therein.

    


    The
      undersigned hereby represents and agrees that the Exercise Shares purchased
      pursuant hereto are being purchased for investment and not with a view to the
      distribution or resale thereof, and that the undersigned understands that said
      Exercise Shares have not been registered under the Securities Act of 1933,
      as
      amended.

    


    Payment
      of the full purchase price of the Exercise Shares is enclosed herewith, in
      the
      form of a check made payable to the Company, or has been wired, in the form
      of
      immediately available funds, to an account designated by the
      Company.

    


    The
      undersigned requests that a certificate for the Exercise Shares be issued in
      the
      name of:

     ______________________________

     ______________________________

    
      	
               

            	 


    

    (Please
      print name, address and
      social security number)

    


    and,
      if
      said number of shares shall not be all the number of shares of Common Stock
      purchasable hereunder, that a new Warrant certificate for the balance of the
      number of shares of Common Stock

     purchasable
      under the Warrant be registered in the name of the undersigned and delivered
      to
      the

     address
      set forth under the undersigned's signature below.

    


    


    Name
      of
      Warrant holder (or registered assignee):
      ________________________________

    (Please
      Print)

    


    Address:________________________________________

      ________________________________________

      ________________________________________

    


    Signature:______________________________________                                                                                                                     Date:____________________________

    


    Note:  The
      above signature must correspond with the name as written upon the face of the
      Warrant in every particular, without alteration or enlargement or any change
      whatever unless this Warrant has been assigned on the records of the
      Company.


    
      
              11

         

      

      
         

        
          

        

      

      
         

      

    


     EXHIBIT
      B

    


    


    ASSIGNMENT

    


    


    (To
      be
      signed only upon assignment of Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

    ______________________________________________________________________________

    


    ______________________________________________________________________________

    


    (Name
      and Address of Assignee Must
      be Printed or Typewritten)

    


    


    


    the
      within Warrant, hereby irrevocably constituting and appointing
      ____________________ Attorney to transfer said Warrant on the books of the
      Company, with full power of substitution in the premises.

    


    


    Dated:  _______,
      ____                                                      __________________________________Signature
      of Registered Holder

    


    
      	
               

            	
              Notice:

            	
              The
                above signature must correspond with the name as written upon the
                face of
                the within Warrant certificate in every particular, without alteration
                or
                enlargement or any change whatever.

            


    

    



    
      
              12