securitypurchaseag09272007.htm


    Securities
      Purchase Agreement

     

    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring
      Drive

    Framingham,
      MA 01702

    


    The
      undersigned (the “Investors”) hereby confirms their agreement
      with you as follows:

     

    1.  This
      Securities Purchase Agreement is made as of the date set forth below between
      Symbollon Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and the investors identified on the signature page
      hereto (each, including its successors and assigns, an
“Investor” and collectively the
“Investors”).

     

    2.  Pursuant
      to the Terms and Conditions for Purchase of Securities, attached hereto as
      Annex I and incorporated herein by reference as if fully set forth herein
      (the “Terms and Conditions”), the Company and the Investors
      agree that each Investor will purchase from the Company and the Company will
      issue and sell to each Investor, in a private placement (the
“Offering”) 357,143 shares (the “Shares”) of
      Class A common stock of the Company, $0.001 par value per share (the
“Common Stock”), at a purchase price of $0.70 per Share, and
      redeemable warrants (the “Warrants”) in the form of Exhibit
      A to the Terms and Conditions to purchase up to a number of shares (the
      “Warrant Shares”) equal to 100% of the Shares, which shall be
      exercisable on or after the Initial Date of the Warrants (as defined in the
      Warrants), have a term of exercise equal to five (5) years and have a strike
      price of $1.00 per share, for an aggregate purchase price of $750,000 (the
      “Purchase Price”); and

     

    Unless
      otherwise requested by the Investors as indicated in a certificate questionnaire
      substantially in the form of Exhibit B to the Terms and Conditions,
      certificates representing the Shares and Warrants purchased by the Investors,
      respectively, will be registered in the Investors’ names and addresses as set
      forth below.

     

    3.  The
      Company and the Investors agree to enter into a registration rights agreement
      (the “Registration Rights Agreement”) in the form of Exhibit
      C to the Terms and Conditions, concurrently with the execution of this
      Securities Purchase Agreement (the Securities Purchase Agreement and the
      Registration Rights Agreement, collectively the
“Agreements”).

     

    4.  The
      Investors represent that, except as set forth below, as of the date hereof
      (a)
      each has had no position, office or other material relationship within the
      past
      three years with the Company or its affiliates, (b) each does not
      beneficially own (including the right to acquire or vote) any securities of
      the
      Company, and (c) each has no direct or indirect affiliation or association
      with
      any National Association of Securities Dealers, Inc. (“NASD”)
      member.  Exceptions:

     

    


    (If
      no
      exceptions, write “none.”  If left blank, response will be deemed to
      be “none.”)

     


    
      
             

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing below.

     

    Dated
      as of:  September 27, 2007

     

    


    Renaissance
      US Growth Investment Trust PLC

     

    


     

    By:                 /s/
      Russell Cleveland                                                     

     

          Russell
      Cleveland, President

          RENN
      Capital Group, Inc.,

          Investment
      Manager

    


     

    


     

    Address:

     

    c/o
      RENN
      Capital Group, Inc.

    8080
      N.
      Central Expressway

    Suite
      210-LB 59

    Dallas,
      TX 75206-1857

    Attention:
      Compliance

    AGREED
      AND ACCEPTED:

    


    Symbollon
      Pharmaceuticals, Inc.

     

    


     

    By:   
      /s/ Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


     

    


     

    


     

    


     

    [SECURITIES
      PURCHASE AGREEMENT SIGNATURE PAGE]

     


    
      
          2

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing below.

     

    Dated
      as of:  September 27, 2007

     

    


    Renaissance
      Capital Growth & Income Fund III, Inc.

     

    


     

    By:         /s/
      Russell Cleveland                                                                                                                       

     

          Russell
      Cleveland, President

    
 

    


     

    


     

    Address:

     

    c/o
      RENN
      Capital Group, Inc.

    8080
      N.
      Central Expressway

    Suite
      210-LB 59

    Dallas,
      TX 75206-1857

    Attention:
      Compliance

    AGREED
      AND ACCEPTED:

    


    Symbollon
      Pharmaceuticals, Inc.

     

    


     

    By:      /s/
      Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


     

    


     

    


     

    


     

    [SECURITIES
      PURCHASE AGREEMENT SIGNATURE PAGE]

     


    
      
              
3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing below.

     

    Dated
      as of:  September 27, 2007

     

    


    Premier
      RENN US Emerging Growth Fund Ltd.

     

    


     

    By:                   /s/
      Russell Cleveland                                                     

     

          Russell
      Cleveland, President

          RENN
      Capital Group, Inc.,

          Investment
      Adviser

    


     

    


     

    Address:

     

    c/o
      RENN
      Capital Group, Inc.

    8080
      N.
      Central Expressway

    Suite
      210-LB 59

    Dallas,
      TX 75206-1857

    Attention:
      Compliance

    AGREED
      AND ACCEPTED:

    


    Symbollon
      Pharmaceuticals, Inc.

     

    


     

    By:     
       /s/ Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


     

    


     

    


     

    


     

    [SECURITIES
      PURCHASE AGREEMENT SIGNATURE PAGE]

     

    


     


    
      
            4

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Annex
      I

     

    Terms
      and Conditions for Purchase of Securities

     

    1.  Agreement
      to Sell and Purchase the Securities.  Purchase and
      Sale.  At the Closing (as defined in Section 2), the Company
      will sell to the Investors, and the Investors will purchase from the Company,
      upon the terms and subject to the conditions set forth herein, and at the
      Purchase Price, the number of Shares and Warrants described in paragraph 2
      of
      the Securities Purchase Agreement attached hereto (collectively with this Annex
      I and the other exhibits attached hereto, this
“Agreement”).

     

    2.  Initial
      Closing.

     

    2.1  The
      completion of the purchase and sale of the Shares and Warrants (the
“Closing”) shall occur on a date mutually agreed by the
      Investors and the Company (the“Closing Date”),
      which date shall not be later than September 27, 2007 (the “Outside
      Date”).  At the Closing, the Company shall deliver to each
      Investor one or more certificates representing the number of Shares and Warrants
      purchased by such Investor, respectively, set forth in paragraph 2 of the
      Securities Purchase Agreement, each such certificate to be registered in the
      name of an Investor or, if so indicated on the Certificate Questionnaire,
      substantially in the form attached hereto as Exhibit B, in the name of a
      nominee designated by such Investor.  In exchange for the delivery of
      the certificates representing such Shares and Warrants, the Investors shall
      deliver the Purchase Price to the Company by wire transfer of immediately
      available funds pursuant to the Company’s written instructions.

     

    2.2  The
      Company’s obligation to issue and sell the Shares and Warrants to the Investors
      shall be subject to the following conditions, any one or more of which may
      be
      waived by the Company:

     

    (a)
      prior
      receipt by the Company of an executed copy of this Agreement;

     

    (b)
      the
      accuracy in all material respects when made and on the Closing Date of the
      representations and warranties made by the Investors in this Agreement and
      the
      fulfillment of the obligations of the Investors to be fulfilled by it under
      this
      Agreement on or prior to the Closing in all material respects;

     

    (c)
      the
      execution and delivery by the Investors of the Registration Rights
      Agreement;

     

    (d)
      receipt of the Purchase Price; and

     

    (e)
      the
      absence of any order, writ, injunction, judgment or decree that questions the
      validity of the Agreements or the right of the Company or the Investors to
      enter
      into the Agreements or to consummate the transactions contemplated hereby and
      thereby.

     

    2.3  The
      Investors’ obligation to purchase the Shares and Warrants shall be subject to
      the following conditions, any one or more of which may be waived by the
      Investors:

     

    (a)
      the
      delivery to the Investors of a legal opinion, dated the Closing Date, from
      general counsel of the Company, substantially in the form attached hereto as
      Exhibit E;

     

    
      
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    (b)
      the
      accuracy in all material respects of the representations and warranties made
      by
      the Company in this Agreement on the date hereof and, if different, on the
      Closing Date and the fulfillment of the obligations of the Company to be
      fulfilled by it under this Agreement on or prior to the Closing in all material
      respects;

     

    (c)
      the
      execution and delivery by the Company of the Registration Rights
      Agreement,

     

    (d)
      the
      fulfillment of the obligations of the Company to be fulfilled by it under this
      Agreement on or prior to the Closing;

     

    (e)
      the
      absence of any order, writ, injunction, judgment or decree that questions the
      validity of the Agreements or the right of the Company or the Investors to
      enter
      into such Agreements or to consummate the transactions contemplated hereby
      and
      thereby; and

     

    (f)
      the
      delivery to the Investors by the Secretary or Assistant Secretary of the Company
      of a certificate stating that the conditions specified in this paragraph have
      been fulfilled.

     

    2.4  In
      the
      event that the Closing does not occur on or before the Outside Date as a result
      of the Company’s failure to satisfy any of the conditions set forth above (and
      such condition has not been waived by the Investor), the Company shall return
      any and all funds paid hereunder to the Investors no later than one (1) Business
      Day following the Initial Outside Date and the Investors shall have no further
      obligations hereunder.  For purposes of this Agreement,
“Business Day” shall mean any day other than a Saturday, Sunday
      or other day on which the New York Stock Exchange or commercial banks located
      in
      Boston, Massachusetts are permitted or required by law to close.

     

    3.      Representations,
      Warranties and Covenants of the Company.  Except as otherwise
      described in (a) the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2006 (and any amendments thereto filed at least two (2) Business
      Days prior to the date hereof with the SEC), the Company’s Quarterly Report on
      Form 10-QSB for the period ended June 30, 2007 (and any amendments thereto
      filed
      at least two (2) Business Days prior to the date hereof with the SEC), the
      Company’s Proxy Statement for its 2007 Annual Meeting of Shareholders (and any
      amendments thereto filed at least two Business Days prior to the date hereof)
      or
      any of the Company’s Current Reports on Form 8-K filed since June 30, 2007 and
      at least two (2) Business Days prior to the date hereof (collectively, the
“SEC Reports”) or (b) the disclosure schedules, if any, of the
      Company delivered concurrently herewith (the “Disclosure
      Schedules”), the Company hereby represents and warrants to, and
      covenants with, the Investors as of the date hereof and the Closing Date, as
      follows:

     

    3.1           Organization.  The
      Company is duly incorporated and validly existing in good standing under the
      laws of the State of Delaware.  The Company has full power and
      authority to own, operate and occupy its properties and to conduct its business
      as presently conducted and is registered or qualified to do business and in
      good
      standing in each jurisdiction in which it owns or leases property or transacts
      business and where the failure to be so qualified would have a material adverse
      effect upon the Company and its subsidiaries as a whole or the business,
      financial condition, prospects, properties, operations or assets of the Company
      as a whole or the Company’s ability to perform its obligations under the
      Agreements in all material respects (“Material Adverse
      Effect”), and no proceeding has been instituted in any such
      jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
      or
      curtail, such power and authority or qualification.  The Company has
      no “subsidiaries” (as defined in Rule 405 under the Securities Act of 1933, as
      amended (the “Securities Act”)).

     

    
      
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    3.2           Due
      Authorization.  The Company has all requisite power and
      authority to execute, deliver and perform its obligations under the
      Agreements.  The execution and delivery of the Agreements, and the
      consummation by the Company of the transactions contemplated hereby, have been
      duly authorized by all necessary corporate action and no further action on
      the
      part of the Company or the Board or shareholders is required.  The
      Agreements have been validly executed and delivered by the Company and
      constitute legal, valid and binding agreements of the Company enforceable
      against the Company in accordance with their terms, except to the extent (i)
      rights to indemnity and contribution may be limited by state or federal
      securities laws or the public policy underlying such laws, (ii) such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ and contracting
      parties’ rights generally and (iii) such enforceability may be subject to
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

     

    3.3           Non-Contravention.  The
      execution and delivery of the Agreements, the issuance and sale of the Shares
      and Warrants to be sold by the Company under the Agreements, the fulfillment
      of
      the terms of the Agreements and the consummation of the other transactions
      contemplated thereby will not (A) result in a conflict with, give rise to
      any payment or constitute a violation of, or default (with the passage of time
      or otherwise) under, (i) any bond, debenture, note or other evidence of
      indebtedness, or any material lease, contract, indenture, mortgage, deed of
      trust, loan agreement, joint venture or other agreement or instrument to which
      the Company is a party or by which the Company or its properties are bound,
      (ii) the Articles of Incorporation, by-laws or other organizational
      documents of the Company, as amended, or (iii) any law, administrative
      regulation, ordinance or order of any court or governmental agency, arbitration
      panel or authority binding upon the Company or its properties or (B) result
      in the creation or imposition of any lien, encumbrance, claim, security interest
      or restriction whatsoever upon any of the material properties or assets of
      the
      Company or an acceleration of indebtedness pursuant to any obligation, agreement
      or condition contained in any material bond, debenture, note or any other
      evidence of indebtedness or any material indenture, mortgage, deed of trust
      or
      any other agreement or instrument to which the Company is a party or by which
      it
      is bound or to which any of the property or assets of the Company is subject;
      except in the case of each of A(i), A(iii) and B, such as would not reasonably
      be expected to result in a Material Adverse Effect.  No consent,
      approval, authorization or other order of, or registration, qualification or
      filing with, any regulatory body, administrative agency, or other governmental
      body is required for the execution and delivery of the Agreements by the Company
      and the valid issuance or sale of the Shares and Warrants by the Company
      pursuant to the Agreements, other than such as have been made or obtained,
      and
      except for any filings required to be made under federal or state securities
      laws and exchange listing rules and requirements.

     

    3.4           Capitalization.  The
      authorized and outstanding capital stock of the Company as of the date hereof
      is
      as described in the SEC Reports, except that the number of shares of Common
      Stock outstanding as of the date hereof is 12,585,254.  The Shares to
      be sold pursuant to the Agreements have been duly authorized, and when issued
      and paid for in accordance with the terms of the Agreements, will be duly and
      validly issued, fully paid and nonassessable, subject to no lien, claim or
      encumbrance (except for any such lien, claim or encumbrance created, directly
      or
      indirectly, by the Investors).  The outstanding shares of capital
      stock of the Company have been duly and validly issued and are fully paid and
      nonassessable, have been issued in compliance with the registration requirements
      of federal and state securities laws, and were not issued in violation of any
      preemptive rights or similar rights to subscribe for or purchase securities.
      Except for the outstanding warrants and options described in the SEC Reports,
      there are no outstanding rights (including, without limitation, preemptive
      rights), warrants or options to acquire, or instruments convertible into or
      exchangeable for, any unissued shares of capital stock or other equity interest
      in the Company, or any contract, commitment, agreement, understanding or
      arrangement of any kind to which the Company is a party and providing for the
      issuance or sale of any capital stock of the Company, any such convertible
      or
      exchangeable securities or any such rights, warrants or
      options.  Without limiting the foregoing, no preemptive right, co-sale
      right, registration right, right of first refusal or other similar right exists
      with respect to the issuance and sale of the Shares, except as provided in
      the
      Agreements.  There are no shareholders agreements, voting agreements
      or other similar agreements with respect to the Common Stock to which the
      Company is a party.

     

    
      
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    3.5           Legal
      Proceedings.  There is no material legal or governmental
      proceeding pending, or to the knowledge of the Company, threatened, to which
      the
      Company is a party or of which the business or property of the Company is
      subject that is required to be disclosed and that is not so disclosed in the
      SEC
      Reports.  Neither the Company is subject to any injunction, judgment,
      decree or order of any court, regulatory body, administrative agency or other
      government body.

     

    3.6           No
      Violations.  The Company is not in violation of its
      Certificate of Incorporation, bylaws or other organizational documents, as
      amended, or in violation of any law, administrative regulation, ordinance or
      order of any court or governmental agency, arbitration panel or authority
      applicable to the Company, which violation, individually or in the aggregate,
      is
      reasonably likely to have a Material Adverse Effect, and the Company is not
      in
      default (and there exists no condition which, with the passage of time or
      otherwise, would constitute a default) in the performance of any bond,
      debenture, note or any other evidence of indebtedness or any indenture,
      mortgage, deed of trust or any other material agreement or instrument to which
      the Company is a party or by which the Company or its properties are bound,
      which default is reasonably likely to have a Material Adverse
      Effect.

     

    3.7           Governmental
      Permits, Etc.  The Company has all necessary franchises,
      licenses, certificates and other authorizations from any foreign, federal,
      state
      or local government or governmental agency, department or body that are
      currently necessary for the operation of the business of the Company as
      currently conducted, except where the failure to currently possess such
      franchises, licenses, certificates and other authorizations is not reasonably
      likely to have a Material Adverse Effect.

     

    3.8           Intellectual
      Property.

     

    (a)  Except
      for matters which are not reasonably likely to have a Material Adverse Effect,
      (i) the Company has ownership of, or a license or other legal right to use,
      all
      patents, copyrights, trade secrets, trademarks, Internet domain names, customer
      lists, designs, manufacturing or other processes, computer software, systems,
      data compilation, research results or other proprietary rights used in the
      business of the Company (collectively, “Intellectual Property”)
      and (ii) all of the Intellectual Property owned by the Company consisting of
      patents, registered trademarks and registered copyrights have been duly
      registered in, filed in or issued by the United States Patent and Trademark
      Office, the United States Register of Copyrights or the corresponding offices
      of
      other jurisdictions and have been maintained and renewed in accordance with
      all
      applicable provisions of law and administrative regulations in the United States
      and/or such other jurisdictions.

     

    (b)  Except
      for matters which are not reasonably likely to have a Material Adverse Effect
      or
      as are detailed in the SEC Reports, all material licenses or other material
      agreements under which (i) the Company employs rights in Intellectual Property,
      or (ii) the Company has granted rights to others in Intellectual Property owned
      or licensed by the Company are in full force and effect, there is no default
      by
      the Company with respect thereto, and the consummation of the transactions
      contemplated by the Agreements will not result in any default, change or
      acceleration of any obligations under any such licenses or
      agreements.

     

    (c)  The
      Company believes that it has taken all steps reasonably required in accordance
      with sound business practice and business judgment to establish and preserve
      the
      ownership of all material Intellectual Property owned by the
      Company.

     

    
      
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    (d)  Except
      for matters which are not reasonably likely to have a Material Adverse Effect,
      to the knowledge of the Company, (i) the present business, activities and
      products of the Company do not infringe any intellectual property of any other
      person; (ii) the Company has not misappropriated or is making unauthorized
      use
      of any confidential information or trade secrets of any person; and (iii) the
      activities of any of the employees of the Company, acting on behalf of the
      Company, do not violate any agreements or arrangements related to confidential
      information or trade secrets of third parties.

     

    (e)  No
      proceedings are pending, or to the knowledge of the Company, threatened, which
      challenge the rights of the Company to the use of Intellectual Property, except
      for matters which are not reasonably likely to have a Material Adverse
      Effect.

     

    (f)  Except
      for matters which are not reasonably likely to have a Material Adverse Effect,
      to the knowledge of the Company, no third parties are infringing upon or
      misappropriating any Intellectual Property owned by the Company.

     

    3.9           Financial
      Statements.  The financial statements of the Company and the
      related notes contained in the SEC Reports present fairly and accurately in
      all
      material respects the financial position of the Company as of the dates therein
      indicated, and the results of its operations, cash flows and the changes in
      shareholders’ equity for the periods therein specified, subject, in the case of
      unaudited financial statements for interim periods, to normal year-end audit
      adjustments.  Such financial statements (including the related notes)
      have been prepared in accordance with generally accepted accounting principles
      applied on a consistent basis at the times and throughout the periods therein
      specified, except that unaudited financial statements may not contain all
      footnotes required by generally accepted accounting principles.

     

    3.10           No
      Material Adverse Change.  Except as disclosed in the SEC
      Reports, in any press releases issued by the Company at least two (2) Business
      Days prior to the date of this Agreement, or disclosed directly to the Investor
      by the Company at least two (2) Business Days prior to the date of this
      Agreement, since June 30, 2007, there has not been (i) an event,
      circumstance or change that has had or is reasonably likely to have a Material
      Adverse Effect, (ii) any obligation incurred by the Company, direct or
      contingent, that is material to the Company, (iii) any dividend or
      distribution of any kind declared, paid or made on the capital stock of the
      Company, or (iv) any loss or damage (whether or not insured) to the physical
      property of the Company which has had a Material Adverse Effect.

     

    3.11           Listing
      Compliance.  The Company’s Common Stock is registered
      pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and is quoted on the Over-the-Counter
      Bulletin Board (the “OTCBB”), and the Company has taken no action intended to,
      or which to its knowledge could have the effect of, terminating the registration
      of the Common Stock under the Exchange Act or the quotation of the Common Stock
      from the OTCBB.  The issuance of the Shares does not require
      shareholder approval.

     

    3.12           Reporting
      Status.  The Company has timely made all filings required
      under the Exchange Act during the twelve (12) months preceding the date of
      this
      Agreement, and all of those documents complied in all material respects with
      the
      SEC’s requirements as of their respective filing dates, and the information
      contained therein as of the respective dates thereof did not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein in light of the
      circumstances under which they were made not misleading.  The Company
      is currently eligible to register the resale of Common Stock by the Investors
      pursuant to a registration statement on Form SB-2 under the Securities Act
      (the
“Registration Statement”).

     

    
      
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    3.13           No
      Manipulation; Disclosure of Information.  The Company has not
      taken and will not take any action designed to or that might reasonably be
      expected to cause or result in an unlawful manipulation of the price of the
      Common Stock to facilitate the sale or resale of the Securities.

     

    3.14           Accountants.  Vitale,
      Caturano & Company, Ltd., who expressed their opinion with respect to the
      consolidated financial statements contained in the Company’s Annual Report on
      Form 10-KSB for the year ended December 31, 2006, have advised the Company
      that
      they are, and to the knowledge of the Company they are, an independent
      registered public accounting firm as required by the Securities Act and the
      rules and regulations promulgated thereunder.

     

    3.15           Contracts.  Except
      for matters which are not reasonably likely to have a Material Adverse Effect
      or
      as are detailed in the SEC Reports and those contracts that are substantially
      or
      fully performed or expired by their terms, the contracts listed as exhibits
      to
      or described in the SEC Reports that are material to the Company, and all
      amendments thereto, are in full force and effect on the date hereof, and neither
      the Company nor, to the Company’s knowledge, any other party to such contracts
      is in breach of or default under any of such contracts.

     

    3.16           Taxes.  Except
      for matters which are not reasonably likely have a Material Adverse Effect,
      each
      of the Company has filed all necessary federal, state and foreign income and
      franchise tax returns and has paid or accrued all taxes shown as due thereon,
      and the Company has no knowledge of a tax deficiency which has been asserted
      or
      threatened against the Company.

     

    3.17           Transfer
      Taxes.  On the Closing Date, all stock transfer or other
      taxes (other than income taxes) which are required to be paid in connection
      with
      the sale and transfer of the Shares hereunder will be, or will have been, fully
      paid or provided for by the Company and the Company will have complied with
      all
      laws imposing such taxes.

     

    3.18           Investment
      Company.  The Company is not an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for an
      investment company, within the meaning of the Investment Company Act of 1940,
      as
      amended, and will not be deemed an “investment company” as a result of the
      transactions contemplated by this Agreement.

     

    3.19           Insurance.  The
      Company maintains insurance of the types and in the amounts that the Company
      reasonably believes is adequate for its businesses, including, but not limited
      to, insurance covering real and personal property owned or leased by the Company
      against theft, damage, destruction, acts of vandalism and all other risks
      customarily insured against by similarly situated companies, all of which
      insurance is in full force and effect.

     

    3.20           Offering
      Prohibitions.  Neither the Company nor any person acting on
      its behalf or at its direction has in the past or will in the future take any
      action to sell, offer for sale or solicit offers to buy any securities of the
      Company which would bring the offer or sale of the Securities as contemplated
      by
      this Agreement within the provisions of Section 5 of the Securities
      Act.   Assuming the accuracy of the representations and
      warranties of the Investors contained in this Agreement, the offer, sale and
      issuance of the Securities will be exempt from the registration requirements
      of
      the Securities Act and will have been registered or qualified (or are exempt
      from registration and qualification) under the registration, permit or
      qualification requirements of all applicable state securities laws.

     

    3.21           Related
      Party Transactions.Except for (i) the transactions described and
      contemplated by the Agreements; and (ii) as disclosed in the SEC Reports, to
      the
      knowledge of the Company, no transaction has occurred between or among the
      Company or any of its affiliates, officers or directors or any affiliate or
      affiliates of any such officer or director that is required to be disclosed
      pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.22           Books
      and Records.  The books, records and accounts of the Company
      accurately and fairly reflect, in reasonable detail, the transactions in, and
      dispositions of, the assets of, and the operations of, the
      Company.  The Company maintains a system of internal accounting
      controls sufficient to provide reasonable assurances that (i) transactions
      are
      executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    3.23           Employee
      Matters.  With respect to the Benefit Plans, to the knowledge
      of the Company, no event has occurred and no condition or set of circumstances
      exist, in connection with which the Company could be subject to any material
      liability that would have a material adverse effect on it or its business under
      ERISA, the United States Internal Revenue Code of 1986, as amended, or any
      other
      applicable law.  The term “Benefit Plan” means each
“employee benefit plan” (within the meaning of Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), including,
      without limitation, multiemployer plans within the meaning of Section 3(37)
      of ERISA), and all stock purchase, stock option, severance, employment,
      change-in-control, fringe benefit, collective bargaining, bonus, incentive,
      deferred compensation, employee loan and all other employee benefit plans,
      agreements, programs, policies or other arrangements, whether or not subject
      to
      ERISA, under which (i) any current or former employee, director or
      consultant of the Company has any present or future right to benefits and which
      are contributed to, sponsored by or maintained by the Company or any of its
      respective subsidiaries or (ii) the Company has had or has any present or
      future liability.  The transactions contemplated by this Agreement
      will not result in any severance, change of control or termination pay or
      termination benefits or otherwise require the Company to make any cash payments
      to any of its directors, officers, employees or other affiliates.

     

    3.24           Rights
      Plan.  The Company is not party to any contract or agreement
      with respect to, and does not maintain any, stockholders rights plan, poison
      pill or similar agreement, plan or arrangement with respect to its Common Stock
      or any other capital stock of the Company.

    


    3.25           Finder’s
      Fees.  The Company has not incurred any placement fees,
      commissions, brokerage or finder’s fees in connection with this Agreement,
      except for the finder’s fees due to the Number One Corporation.

    


    4.      Representations,
      Warranties and Covenants of the Investors.

     

    4.1           Investors
      Knowledge and Status.  Each Investor represents and warrants
      to, and covenants with, the Company that:

     

    (i)
      the
      Investor was at the time it was offered the Securities, is as of the date hereof
      and of the Closings and will be on each date it exercises any Warrants an
“accredited investor” as defined in Regulation D under the Securities Act, is
      knowledgeable, sophisticated and experienced in making, and is qualified to
      make
      decisions with respect to, investments in securities presenting an investment
      decision similar to that involved in the purchase of the Securities, and has
      requested, received, reviewed and considered all information it deemed relevant
      in making an informed decision to purchase the Securities and is able to bear
      the economic risk of an investment in the Securities and, at the present time,
      is able to afford a complete loss of such investment;

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      the
      Investor understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act and is acquiring the number of
      Securities set forth in paragraph 2 of the Securities Purchase Agreement in
      the
      ordinary course of its business and for its own account for investment only,
      has
      no present intention of distributing any of such Securities and has no
      arrangement or understanding with any other persons regarding the distribution
      of such Securities (this representation and warranty not limiting the Investor’s
      right to sell Securities pursuant to a Registration Statement filed under the
      Registration Rights Agreement or otherwise, or other than with respect to any
      claim arising out of a breach of this representation and warranty, the
      Investor’s right to indemnification under Section 3 of the Registration Rights
      Agreement);

     

    (iii)
      the
      Investor will not, directly or indirectly, offer, sell, pledge, transfer or
      otherwise dispose (each a “Disposition”) of (or solicit any
      offers to buy, purchase or otherwise acquire or take a pledge of) any of the
      Securities except in compliance with the Securities Act, applicable state
      securities laws and the respective rules and regulations promulgated
      thereunder;

     

    (iv)
      the
      Investor has answered all questions in paragraph 4 of the Securities Purchase
      Agreement and the Investor Questionnaire attached hereto as Exhibit D for
      use in preparation of the Registration Statement and for determining the
      availability of state “Blue Sky” exemptions and the answers thereto are true and
      correct as of the date hereof and will be true and correct as of the Closing
      Date;

     

    (v)
      the
      Investor will notify the Company promptly of any change in any of such
      information until such time as the Investor has sold all of its Securities
      or
      until the Company is no longer required to keep the Registration Statement
      effective;

     

    (vi)
      the
      Investor acknowledges that it has reviewed the materials presented to the
      Investor in connection with the Offerings and has been afforded (A) the
      opportunity to ask such questions as it has deemed necessary of, and to receive
      answers from, representatives of the Company concerning the terms and conditions
      of the offering of the Securities and the merits and risks of investing in
      the
      Securities; (B) access to information about the Company and its respective
      financial condition, results of operations, business, properties, management
      and
      prospects sufficient to enable it to evaluate its investment; and (C) the
      opportunity to obtain such additional information that the Company possesses
      or
      can acquire without unreasonable effort or expense that is necessary to make
      an
      informed investment decision with respect to the investment; and

     

    (vii)
      the
      Investor has, in connection with its decision to purchase the number of
      Securities set forth in paragraph 2 of the Securities Purchase Agreement, relied
      upon the representations and warranties of the Company contained herein and
      the
      information contained in the SEC Reports.

     

    The
      Investor understands that the issuance of the Securities to the Investor has
      not
      been registered under the Securities Act, or registered or qualified under
      any
      state securities law, in reliance on specific exemptions therefrom, which
      exemptions may depend upon, among other things, the representations made by
      the
      Investor in this Agreement. No person is authorized by the Company to provide
      any representation that is inconsistent with or in addition to those contained
      herein or in the SEC Reports, and the Investor acknowledges that it has not
      received or relied on any such representations.

     

    4.2           Power
      and Authority.  Each Investor represents and warrants to the
      Company that (i) the Investor is an entity duly organized, validly existing
      and
      in good standing under the laws of the jurisdiction of its organization with
      full right, power, authority and capacity to enter into the Agreements and
      to
      consummate the transactions contemplated thereby and has taken all necessary
      action to authorize the execution, delivery and performance of the Agreements,
      and (ii) the Agreements constitute valid and binding obligations of the Investor
      enforceable against the Investor in accordance with their terms, except to
      the
      extent (1) rights to indemnity and contribution may be limited by state or
      federal securities laws or the public policy underlying such laws, (2) such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ and contracting
      parties’ rights generally and (3) such enforceability may be subject to general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).

     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3           Short
      Position Prior to the Date Hereof.  From the earlier of (i)
      thirty (30) days prior to the date hereof and (ii) the date the Investors
      learned of the Offering, neither the Investors nor any affiliate has directly
      or
      indirectly established or agreed to establish any hedge, “put equivalent
      position” (as defined in Rule 16a-1 under the Exchange Act) or
      other position in the Common Stock that is outstanding on the Closing Date
      and that is designed to or could reasonably be expected to lead to or result
      in
      a Disposition by the Investor or any other person or entity. For purposes
      hereof, a “hedge or other position” includes, without limitation, effecting any
      short sale or having in effect any short position (whether or not such sale
      or
      position is against the box and regardless of when such position was entered
      into) or any purchase, sale or grant of any right (including, without
      limitation, any put or call option) with respect to the Common Stock or with
      respect to any security (other than a broad-based market basket or index) that
      includes, relates to or derives any significant part of its value from the
      Common Stock.  Each Investor acknowledges that this representation is
      made for the benefit of the Company.

     

    4.4           Short
      Sales and Confidentiality After the Date Hereof.  Each
      Investor covenants that neither it nor any affiliates acting on its behalf
      or
      pursuant to any understanding with it will execute any short sales during the
      period after the date the Investor learned of the Offering and ending at the
      time that the transactions contemplated by this Agreement has been publicly
      disclosed following the Company’s announcement described in Section
      6.2.  Each Investor covenants that until such time as the transactions
      contemplated by this Agreement are publicly disclosed by the Company as
      described in 6.2, the Investor will maintain, the confidentiality of all
      disclosures made to it in connection with the Offering (including the existence
      and terms of the Offering).  Each Investor understands and
      acknowledges that the SEC currently takes the position that coverage of short
      sales of shares of the Common Stock “against the box” prior to the effective
      date of the Registration Statement with the Securities is a violation of Section
      5 of the Securities Act, as set forth in Item 65, Section 5 under Section A,
      of
      the Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation
      Finance.  Notwithstanding the foregoing, each Investor does not make
      any representation, warranty or covenant hereby that it will not engage in
      short
      sales in the securities of the Company after the time that the transactions
      contemplated by this Agreement are first publicly disclosed as described in
      Section 6.2.

     

    4.5           No
      Investment, Tax or Legal Advice.  Each Investor understands
      that nothing in the SEC Reports, this Agreement, or any other materials
      presented to the Investor in connection with the purchase and sale of the
      Securities constitutes legal, tax or investment advice.  Each Investor
      has consulted such legal, tax and investment advisors as it, in its sole
      discretion, has deemed necessary or appropriate in connection with its purchase
      of Securities.

     

    4.6           Confidential
      Information.  Each Investor covenants that from the date
      hereof it will maintain in confidence all material non-public information
      regarding the Company received by the Investor from the Company, including
      the
      receipt and content of any Suspension Notice (as defined in the Registration
      Rights Agreement)) until such information (a) becomes generally publicly
      available other than through a violation of this provision by the Investor
      or
      its agents or (b) is required to be disclosed in legal proceedings (such as
      by deposition, interrogatory, request for documents, subpoena, civil
      investigation demand, filing with any governmental authority or similar process)
      or as otherwise required by law; provided, however, that before making any
      disclosure in reliance on this Section 4.6, the Investor will give the Company
      at least fifteen (15) days prior written notice (or such shorter period as
      required by law) specifying the circumstances giving rise thereto and will
      furnish only that portion of the non-public information which is legally
      required and will exercise its commercially reasonable efforts to ensure that
      confidential treatment will be accorded any non-public information so furnished.
      The parties acknowledge and agree that as of the date hereof and as of the
      Closing Date, the Company has disclosed to the Investors the material non-public
      information described in Schedule 4.6 and that such information is subject
      to
      this Section 4.6.

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.7           PATRIOT
      Act.  Each Investor represents and warrants to, and covenants
      with, the Company that:

     

    (i) it
      is in compliance with Executive Order 13224 and the regulations administered
      by
      the U.S. Department of the Treasury (“Treasury”) Office of
      Foreign Assets Control,

     

    (ii) its
      parents, subsidiaries, affiliated companies, officers, directors and partners,
      and to the Investor’s knowledge, its shareholders, owners, employees, and
      agents, are not on the List of Specially Designated Nationals and Blocked
      Persons maintained by Treasury and have not been designated by Treasury as
      a
      financial institution of primary money laundering concern,

     

    (iii) to
      the Investor’s knowledge after reasonable investigation, all of the funds to be
      used to acquire the Securities are derived from legitimate sources and are
      not
      the product of illegal activities, and

     

    (iv) the
      Investor is in compliance with all other applicable U.S. anti-money laundering
      laws and regulations and has implemented, if applicable, an anti-money
      laundering compliance program in accordance with the requirements of the Bank
      Secrecy Act, as amended by the USA PATRIOT Act, Pub. L. 107-56.

     

    5.      Survival
      of Representations, Warranties and
      Agreements.  Notwithstanding any investigation made by any
      party to this Agreement, all covenants, agreements, representations and
      warranties made by the Company and the Investors herein shall survive the
      execution of this Agreement, the delivery to the Investors of the Securities
      being purchased and the payment therefor, and a party’s reliance on such
      representations and warranties shall not be affected by any investigation made
      by such party or any information developed thereby.

     

    6.      Registration
      of Securities; Public Statements.

     

    6.1           In
      connection with the purchase and sale of the Securities by the Investors
      contemplated hereby, the Company has entered into a Registration Rights
      Agreement with the Investors providing for the filing by the Company of a
      Registration Statement on Form SB-2 to enable the resale of the Shares and
      Warrant Shares by the Investors and their transferees and assigns from time
      to
      time.

     

    6.2           The
      Company agrees to disclose on a Current Report on Form 8-K the existence of
      the
      Offering and the material terms, thereof, including pricing, within one (1)
      Business Day after the respective Closing.  The Company will not issue
      any public statement, press release or any other public disclosure listing
      the
      Investors as one of the purchasers of the Securities without the Investors’
prior written consent, except as may be required by applicable law or rules
      of
      any exchange on which the Company’s securities are listed.  No
      Investor shall issue any press release, or otherwise make any such public
      statement regarding the Offering without the prior written consent of the
      Company, except as may be required by applicable law.

     

    
      
        14

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.      Notices.  All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be delivered (A) if within the United States, by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if from outside the United
      States, by International Federal Express (or comparable service) or facsimile,
      and shall be deemed given:

     

    (i)
      if
      delivered by first-class registered or certified mail domestic, upon the
      Business Day received,

     

    (ii)
      if
      delivered by nationally recognized overnight carrier, one (1) Business Day
      after
      timely delivery to such carrier,

     

    (iii)
      if
      delivered by International Federal Express (or comparable service), two (2)
      Business Days after timely delivery to such carrier, or

     

    (iv)
      if
      delivered by facsimile, upon electric confirmation of receipt and shall be
      addressed as follows, or to such other address or addresses as may have been
      furnished in writing by a party to another party pursuant to this
      paragraph:

     

    (a)           if
      to the Company, to:

     

    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring
      Drive

    Framingham,
      MA 01702

    Attention: President

    Telephone:(508)
      620-7676

    


    with
      a
      copy to:

    


    Friedman
      Kaplan Seiler & Adelman LLP

    1633
      Broadway (46th
      Floor)

    New
      York, NY 10019

    Attn:                          Norman
      Alpert, Esq.

    Telephone:                          (212)
      833-1113

    


    (b)           if
      to the Investors, at their addresses on the signature page to the Securities
      Purchase Agreement.

     

    8.      Amendments;
      Waiver.  This Agreement may not be modified or amended except
      pursuant to an instrument in writing signed by the Company and the Investors.
      Any waiver of a provision of this Agreement must be in writing and executed
      by
      the party against whom enforcement of such waiver is sought.

     

    9.      Headings.  The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.

     

    10.           Entire
      Agreement; Severability.  This Agreement sets forth the
      entire agreement and understanding of the parties relating to the subject matter
      hereof and supersedes all prior and contemporaneous agreements, negotiations
      and
      understandings between the parties, both oral and written relating to the
      subject matter hereof. If any provision contained in this Agreement is
      determined to be invalid, illegal or unenforceable in any respect, the validity,
      legality and enforceability of the remaining provisions contained herein shall
      not in any way be affected or impaired thereby.

     

    
      
        15

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           Governing
      Law.  This Agreement shall be governed by, and construed in
      accordance with, the internal laws of the State of Delaware, without giving
      effect to the principles of conflicts of law.

     

    12.           Successors
      and Assigns.  This Agreement shall be binding upon and inure
      to the benefit of the parties and their successors and permitted
      assigns.  No party may assign this Agreement or any rights or
      obligations hereunder without the prior written consent of the other; provided,
      however, that each Investor may assign all or any of its rights and obligations
      hereunder to any affiliate of Investor that is controlled, directly or
      indirectly, by Renaissance Capital Group, Inc., and that such affiliate agrees
      in writing to be bound to the terms and conditions contained herein that apply
      to the Investor.

     

    13.           Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.  In the event that any signature is delivered by fax
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such fax signature page were an original
      thereof.

     

    


    *
      * *
      *

    


    



    
      
              
16

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      A

     

    Symbollon
      Pharmaceuticals, Inc.

     

    FORM
      OF WARRANT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    Symbollon
      Pharmaceuticals, Inc.

     

    CERTIFICATE
      QUESTIONNAIRE

     

    Pursuant
      to Section 2 of the Agreement, please provide us with the following
      information:

     

    
      	 	 	 
	
              1.

            	
              The
                exact name in which your Shares and Warrants are to be registered
                (this is
                the name that will appear on your stock certificate(s)).  You
                may use a nominee name if appropriate:

            
	 	
              Shares

            	
              Warrants

            
	 	 	 
	 	 
	 	 
	
              2.

            	
              If
                a nominee name is listed in response to item 1 above, the relationship
                between the Investor and such nominee:

            
	 	
              Shares

            	
              Warrants

            
	 	 
	 	 
	 	 
	
              3.

            	
              The
                mailing address of the registered holder listed in response to item
                1
                above:

            
	 	
              Shares

            	
              Warrants

            
	 	 
	 	 
	 	 
	
              4.

            	
              The
                Social Security Number or Tax Identification Number of the registered
                holder listed in the response to item 1 above:

            
	 	
              Shares

            	
              Warrants

            
	 	 
	 	 
	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Symbollon
      Pharmaceuticals, Inc.

     

    FORM
      OF REGISTRATION RIGHTS AGREEMENT

     

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      D

     

    Symbollon
      Pharmaceuticals, Inc.

     

    INVESTOR
      QUESTIONNAIRE

     

    (All
      information will be treated confidentially)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Questionnaire this _____
      day
      of __________, 2007, and declares under oath that it is truthful and
      correct.

     

    Print
      Name

     

    By:                                                                

    Signature

     

    Title:                                                                

    (required
      for any purchaser that is a corporation, partnership, trust or other
      entity)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      E

     

    FORM
      OF LEGAL OPINION

     

    September
      [·],
      2007

    


    The
      Investors in Common Stock of Symbollon Pharmaceuticals, Inc.

    


    Ladies
      and Gentlemen:

     

    I
      have
      acted as general counsel for Symbollon Pharmaceuticals, Inc., a Delaware
      corporation (the “Company”), in connection with the offer and sale by the
      Company of (i) [·] shares
      (“Shares”)
      of common stock, par value $0.001 per share (the “Common Stock”), and (ii) a
      warrant (“Warrant”) to purchase up to [·] additional
      shares
      (“Warrant Shares”) of Common Stock from the Company, in each case pursuant to
      the Securities Purchase Agreement by the Company and you, as Investor, dated
      as
      of September [·], 2007 (the
      “Purchase Agreement”).  The Shares, the Warrant and the Warrant Shares
      are referred to herein as the “Securities.”  This opinion is being
      delivered to you pursuant to Article 2 of the Purchase
      Agreement.  Capitalized terms used herein and not otherwise defined
      herein shall have the meanings ascribed thereto in the Purchase
      Agreement.

    


    As
      a basis for the opinions hereinafter
      expressed, I have reviewed the following documents:

    


    (i)           an
      executed copy of the Purchase Agreement;

    


    (ii)           an
      executed copy of the Registration Rights Agreement;

    


    
      	
              (iii)  

            	
              executed
                copies of the Warrant (the Purchase Agreement, the Registration Rights
                Agreement and the Warrant, collectively the “Transaction Documents”);
                and

            


    

    


    
      	
              (iv)  

            	
              such
                other documents that I have deemed necessary and appropriate in order
                to
                deliver the opinions contained herein, including copies of the Company's
                Certificate of Incorporation and By-Laws certified by the Secretary
                of the
                State of Delaware, and the corporate secretary of the Company,
                respectively.

            


    

    


    I
      have
      made such other investigations as I have considered necessary or appropriate
      for
      the purpose of this opinion.

     

    The
      opinions expressed herein are limited to the Delaware General Corporation Law
      and  laws of the Commonwealth of Massachusetts and the federal laws of
      the United States of America.

     

    As
      to
      questions of fact material to our opinion, I have relied, without independent
      verification, on the representations and warranties contained in the Transaction
      Documents and on certificates of officers of the Company and public
      officials.

     

    Insofar
      as the opinions expressed herein are indicated to be based on my knowledge
      or on
      matters known to me, such opinion is based upon my actual knowledge, and is
      intended to signify that during the course of my representation, no information
      has come to my attention, which would cause me to believe that any matters
      so
      qualified are not true and correct in all material respects.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Based
      on
      the foregoing, I am of the opinion that:

     

    
      	
               

            	
              1.

            	
              The
                Company is a corporation duly incorporated, validly existing and
                in good
                standing under the laws of the State of Delaware, with the corporate
                power
                to conduct its business as presently conducted.  The Company has
                the corporate power to execute, deliver and perform the Transaction
                Documents including, without limitation, the issuance and sale of
                the
                Shares and Warrant Shares.

            


    

     

    
      	
               

            	
              2.

            	
              Each
                of the Transaction Documents has been duly authorized by all requisite
                corporate action, executed and delivered by the
                Company.  Assuming due and effective authorization, execution
                and delivery by the Investor, each of the Transaction Documents
                constitutes the valid and binding agreement of the Company enforceable
                in
                accordance with its terms.

            


    

     

    
      	
               

            	
              3.

            	
              The
                Shares and Warrant Shares have been duly authorized and, upon issuance,
                delivery and payment therefor as described in the Purchase Agreement
                and
                Warrant, will be validly issued, fully paid and
                nonassessable.

            


    

     

    
      	
               

            	
              4.

            	
              The
                execution, delivery and performance of the Transaction Documents
                and the
                issuance and sale of the Securities in accordance with the Transaction
                Documents will not: (a) violate or conflict with, or result in a
                breach of or default under, the Articles of Incorporation or by-laws
                of
                the Company, (b) violate or conflict with, or constitute a default
                under
                any material agreement or instrument (limited, with your consent,
                to
                agreements filed with the Securities and Exchange Commission (the
“SEC”)
                under the Exchange Act and applicable rules and regulations) to which
                the
                Company is a party, or (c) violate any law of the United States or
                the
                Commonwealth of Massachusetts, any rule or regulation of any governmental
                authority or regulatory body of the United States or the Commonwealth
                of
                Massachusetts, the Delaware General Corporation Law or
                any  judgment, order or decree known to me and applicable to the
                Company of any court, governmental authority or
                arbitrator.

            


    

     

    
      	
               

            	
              5.

            	
              To
                my knowledge, no consent, approval, authorization or order of, and
                no
                notice to or filing with, any governmental agency or body or any
                court is
                required to be obtained or made by the Company for the issue and
                sale of
                the Shares pursuant to the Agreement, except such as have been obtained
                or
                made and such as may be required under the federal securities laws
                or the
                Blue Sky laws of the various
                states.

            


    

     

    
      	
               

            	
              6.

            	
              Assuming
                the representations made by each Investor and the Company set forth
                in the
                Agreement and the exhibits thereto are true and correct, the offer,
                sale,
                issuance and delivery of the Shares and Warrant to the Investors,
                in the
                manner contemplated by the Agreement, is exempt from the registration
                requirements of the Securities Act.

            


    

     

    
      	
               

            	
              7.

            	
              I
                know of no pending or overtly threatened lawsuit or claim against
                the
                Company which is required to be described in the reports filed by
                the
                Company with the SEC under the Exchange Act and applicable rules
                and
                regulations thereunder that is not so described as
                required.

            


    

     

    The
      opinions expressed herein shall be interpreted in accordance with the Legal
      Opinion Principles issued by the Committee on Legal Opinions of the American
      Bar
      Association’s Business Law Section as published in 53 Business Lawyer 831 (May
      1998).

     

    The
      opinions expressed herein are qualified to the extent that (i) the
      enforceability of any right or remedy may be subject to or affected by any
      bankruptcy, liquidation, arrangement, avoidance, reorganization, insolvency,
      fraudulent conveyance, moratorium, homestead or other similar laws relating
      to
      or affecting the rights of creditors generally, whether the issue of
      enforceability is considered in a proceeding in equity or at law; (ii) the
      remedy of injunctive relief, specific performance and any other equitable
      remedies may be unavailable in any jurisdiction or may be withheld as a matter
      of judicial discretion; (iii) public policy considerations, which, in each
      case,
      may result in the possible unenforceability of certain remedial provisions
      of
      the documents or rights to indemnification thereunder and (iv) the
      enforceability of any right or remedy may be subject to general principles
      of
      equity including, without limitation, concepts of materiality, reasonableness,
      good faith and fair dealing (regardless of whether enforceability is considered
      in a proceeding in equity or in law) and to the discretion of the court before
      which proceedings thereof may be brought.

     

    The
      opinions expressed herein are being furnished to you solely for your benefit
      in
      connection with the transactions described above and may not be circulated,
      quoted or referred to, or relied upon by any other person without our prior
      written consent.

     

    Very
      truly yours,

    


    


    


    Paul
      C.
      Desjourdy,

    General
      Counsel