subscriptionag09272007.htm


    


     

    


     

    


     

    


     

    SYMBOLLON
      PHARMACEUTICALS, INC.

     

    


     

    SUBSCRIPTION
      DOCUMENTS

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SYMBOLLON
      PHARMACEUTICALS, INC.

     

    Subscription
      Documents and Procedure

     

    Each
      prospective investor for the
      Securities of Symbollon Pharmaceuticals, Inc. is required to complete, execute
      and return to the Company the following documents:

     

    


     

    1.  SUBSCRIPTION
      AGREEMENT:  Please complete all open lines, date and sign the
      signature page (page 12).

    


     

    2.  ACCREDITED
      INVESTOR CERTIFICATION:  Please complete the Accredited Investor
      Certification, as appropriate, and sign the Certification on page
      ii.

    


     

    3.  SELLING
      SECURITYHOLDER QUESTIONNAIRE:  Please complete, date and sign the
      Purchaser Questionnaire on page iv.  All items on pages i-iv must be
      completed.

    


    4.  Return
      the above completed documents, to:

    


     

    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring
      Drive

    Framingham,
      MA 01702

    Attn:  Paul
      Desjourdy, President

    


     

    5.         Deliver
      a check made payable to “Symbollon Pharmaceuticals, Inc.” in the amount of the
      purchase price for the Units being purchased, at the rate of $0.70 per Unit,
      with the above completed documents or pay via wire transfer, to:

     

    


     

    Bank:                                           Fleet
      Bank

    Address:                              
          478 Main Street

                       
      Medfield, MA 02052

    ABA:                                           011000138

    Account
      No.:                                           4600092582

    For
      the
      account
      of:                                           Symbollon
      Pharmaceuticals, Inc.

    Name
      of
      Subscriber:                                           [Insert Investor
      Name]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    SUBSCRIPTION
      AGREEMENT

    


    THIS
      SUBSCRIPTION AGREEMENT made as of this ____ day of ___________, 2007 between
      Symbollon Pharmaceuticals, Inc., a Delaware corporation with its principal
      offices at 37 Loring Drive, Framingham, MA 01702 (the "Company"), and the
      undersigned (the "Subscriber").

    


    WHEREAS,
      the Company desires to issue and sell in a private placement to accredited
      investors (the “Offering”) up to 4,000,000 units (“Units”), each consisting of
      one share of Class A common stock, par value $.001 per share (the “Common
      Stock”) and one common stock purchase warrant (the “Warrant”).  The
      Units are being offered at $0.70 per share, or for an aggregate purchase price
      of up to $2,800,000.  Each Warrant entitles the holder to purchase one
      share of common stock at a price of $1.00 per share for a period of five years
      from the date of issuance, substantially in the form set forth as Attachment
      V
      to the Confidential Private Placement Memorandum, dated September 20, 2007,
      as
      it may be supplemented and amended (the “Memorandum”), relating to the
      Offering.  The Offering is being conducted on a “best efforts” basis
      by the Company, and completion of the Offering is not subject to the purchase
      of
      a minimum number of shares.  All funds will be deposited directly in
      the treasury of the Company.   The shares sold in the Offering
      and Warrants are sometime hereinafter referred to as the
“Securities”.

    


    NOW,
      THEREFORE, for and in consideration of the prem­ises and the mutual
      covenants hereinafter set forth, the parties hereto do hereby agree as
      fol­lows:

    


    I.           SUBSCRIPTION
      FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER

    


    1.1           Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company the number of Units
      set
      forth upon the signature page hereof at a price equal to $0.70 per Unit, and
      the
      Company agrees to sell such number of Units for said purchase
      price.  Subscriptions will be accepted only for an even number of
      Units – no fractional Warrants will be issued.  The purchase price is
      payable by (i) check made payable to Symbollon Pharmaceuticals, Inc., or (ii)
      wire transfer in accordance with the wire transfer instructions set forth above,
      contemporaneously with the execution and deliv­ery of this Sub­scription
      Agreement.  The Subscriber understands however, that this
      pur­chase  of Securities is contin­gent upon the Company
      acceptance of the subscription.  This subscription is submitted to the
      Company in accordance with and subject to the terms and conditions described
      in
      this Agreement and the Memorandum.

    


    1.2           The
      Subscriber recognizes that the purchase of Securities involves a high degree
      of
      risk in that (i) the Company has had only limited operations, minimal revenues
      and requires sub­stantial funds in addition to the proceeds of this private
      place­ment, (ii) an investment in the Company is highly speculative and only
      inves­tors who can afford the loss of their entire investment should
      consider investing in the Company and the Securities, (iii) he may not be able
      to liquidate his investment; (iv) transferability of the Securities is extremely
      limited; and (v) in the event of a disposi­tion, an investor could sustain
      the loss of his entire investment.

    


    1.3           The
      Subscriber represents that he is an "accredited investor" as such term is
      defined in Rule 501 of Regulation D promulgated under the United States
      Securities Act of 1933, as amended (the "Act"), as indicated by his responses
      to
      the Accredited Investor Ques­tion­naire, and  that he is able
      to bear the economic risk of an investment in the Securities.

     

    
      
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    1.4           The
      Subscriber acknowledges that he has prior investment experience, including
      investment in non-listed and non-registered securities, or he has employed
      the
      services of an investment advisor, attorney or accountant to read all of the
      documents furnished or made available by the Company both to him and to all
      other prospective investors in the Securities and to evalu­ate the merits
      and risks of such an investment on his behalf, and that he recognizes the highly
      specu­lative nature of this invest­ment.

    


    1.5           The
      Subscriber acknowledges receipt and careful review of the Memorandum (which
      includes certain Risks Factors relating to the Company and this Offer­ing),
      the Company's Annual Report on Form 10-KSB for the year ended December 31,
      2006,
      the Quarterly Report on Form 10-QSB for the period ended June 30, 2007 and
      a
      Proxy State­ment for the 2007 annual meeting of stock­holders of the
      Company (collectively, the "Offering Documents"), and hereby rep­resents
      that he has been furnished by the Company during the course of this transaction
      with all information regarding the Company which he had requested or desired
      to
      know, that all docu­ments which could be reasonably provided have been made
      available for his inspec­tion and review; and  that such
      information and docu­ments have, in his opinion, afforded the Subscriber
      with all of the same infor­ma­tion that would be provided him in a
      registra­tion statement filed under the Act; that he has been afforded the
      opportunity to ask questions of and receive answers from duly authorized
      offi­cers or other representatives of the Company con­cerning the terms
      and con­di­tions of the Offering, and any addi­tional information
      which he had requested.

    


    1.6           The
      Subscriber hereby acknowledges that this Offering has not been reviewed by
      the
      United States Securities and Exchange Commission ("SEC") because of the
      Com­pany's repre­sentations that this is intended to be a nonpublic
      offering pur­suant to Section 4(2) of the Act. The Sub­scriber
      repre­sents that the Securities are being purchased for his own account, for
      investment and not for distribution or resale to others.  The
      Subscriber agrees that he will not sell or other­wise transfer such
      securi­ties unless they are registered under the Act or unless an
      exemp­tion from such registration is available.

    


    1.7           The
      Subscriber understands that the shares of Common Stock, the Warrants, and the
      shares of Common Stock issuable upon exercise of the Warrants (the shares of
      Common Stock sold in the Offering and the shares of Common Stock issuable upon
      exercise of the Warrants collectively shall be referred to as the “Shares”),
      have not been registered under the Act by reason of a claimed exemption under
      the provisions of the Act which depends, in part, upon his investment
      inten­tion.  In this connection, the Subscriber under­stands
      that it is the position of the SEC that the statutory basis for such exemption
      would not be present if his repre­senta­tion merely meant that his
      present intention was to hold such securities for a short period, such as the
      capital gains period of tax statutes, for a deferred sale, for a market rise,
      assuming that a market develops, or for any other fixed period.  The
      Sub­scriber realizes that, in the view of the SEC, a purchase now with an
      intent to resell would repre­sent a purchase with an intent inconsistent
      with his represen­ta­tion to the Company, and the SEC might regard such
      a sale or disposition as a deferred sale to which such exemptions are not
      available.

     

    
      
        
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    1.8           The
      Subscriber understands that Rule 144 (the "Rule") promul­gated under the Act
      requires, among other condi­tions, a one-year holding period prior to the
      resale (in limited amounts) of securities acquired in a non-public offer­ing
      without having to satisfy the registration requirements under the
      Act.  The Subscriber understands that the Company makes no
      representa­tion or warranty regarding its fulfillment in the future of any
      reporting requirements under the Secu­rities Exchange Act of 1934, as
      amended, or its dissemination to the public of any current financial or other
      information concerning the Company, as is required by the Rule as one of the
      conditions of its availabil­ity.  The Subscriber understands and
      hereby acknowledges that the Com­pany is under no obligation (and does not
      intend) to register the Warrants under the Act, and is under no obligation
      to
      register the Shares under the Act except as set forth in Article IV
      herein.  The Subscriber consents that the Company may, if it desires,
      permit the transfer of the Shares out of his name only when his request for
      transfer is accompanied by an opinion of counsel reasonably satisfactory to
      the
      Company that neither the sale nor the proposed transfer results in a violation
      of the Act or any applicable state "blue sky" laws (collectively "Securities
      Laws").  The Sub­scriber agrees to hold the Company and its
      direc­tors, officers and con­trolling per­sons and their
      respec­tive heirs, representatives, suc­cessors and assigns harmless and
      to indemnify them against all liabili­ties, costs and expenses incurred by
      them as a result of any misrepresentation made by the Subscriber contained
      herein or in the Selling Securityholder Questionnaire and Accredited Investor
      Questionnaire or any sale or distribution by the undersigned Sub­scriber in
      violation of any Secu­ri­ties Laws.

    


    1.9           The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities stating that they have not been
      regis­tered under the Act  and setting forth or referring to the
      restrictions on transferability and sale thereof.

    


    1.10           The
      Subscriber understands that the Company will review this Subscription Agreement,
      the Selling Securityholder Questionnaire and Accredited Investor Questionnaire
      and is hereby given authority by the undersigned to call his bank or place
      of
      employment or otherwise review the financial standing of the Subscriber; and
      it
      is further agreed that the Company reserves the unrestricted right to reject
      or
      limit any sub­scription and to close the offer at any time.

    


    1.11           The
      Subscriber hereby represents that the address of Subscriber furnished by him
      at
      the end of this Subscription Agreement is the undersigned's principal residence
      if he is an individual or its principal business address if it is a
      corpora­tion or other entity.

    


    1.12           The
      Subscriber acknowledges that if he is a Regis­tered Repre­sentative of
      an NASD member firm, he must give such firm the notice required by the NASD's
      Rules of Fair Practice, receipt of which must be acknowledged by such firm
      on
      the signa­ture page hereof.

    


    1.13           The
      Subscriber hereby represents that, except as set forth in the Offering
      Documents, no representations or war­ranties have been made to the
      Subscriber by the Company or any agent (including, without limitation, any
      placement agent or syndicate participant), employee or affiliate of the Company
      and in entering into this transaction, the Sub­scriber is not relying on any
      informa­tion, other than that contained in the Offering Documents and the
      results of inde­pendent investigation by the Subscriber.

     

    
      
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    1.14           If
      the Subscriber is a Georgia resident, the Sub­scriber hereby acknowledges
      that the Securities have been sold in reliance on Paragraph (13) of Code Section
      10-5-9 of the Georgia Securities Act of 1973.

    


    1.15           If
      the Subscriber is a Florida resident, the Subscriber may have the right, to
      the
      extent provided in Section 517.061(11)(a)(5) of the Florida Securities Act,
      to
      withdraw his subscription for the purchase and receive a full refund of all
      monies paid.  Such right of withdrawal may be exercised prior to the
      expiration of three business days after the later to occur of (A) payment of
      the
      purchase has been made to Symbollon or its agent or (B) communication of the
      right of withdrawal to the Florida resident.  Withdrawal will be
      without any further liability to any person.  To accomplish this
      withdrawal, a Subscriber need only send a letter or telegram to Symbollon at
      our
      address set forth herein indicating his intention to withdraw.  Such
      letter or telegram should be set and postmarked prior to the end of the
      aforementioned third business day.  It is advisable to send such
      letter by certified mail, return receipt requested, to ensure that it is
      received and also to evidence the time it was mailed.  If the request
      is made orally, in person or by telephone to an officer of Symbollon, a written
      confirmation that the request has been received should be
      requested.

     

    1.16           The
      Company may pay brokerage commissions, finders’ fees and/or similar compensation
      to certain third parties (the “Placement Agents” or “Agents”) of up to a 10.0%
      cash compensation and Warrants equal to 10.0% of the shares of Common Stock
      issued (the “Placement Agent Warrants”), to the extent permitted by applicable
      law.  The Agents did not prepare any of the information to be
      delivered to prospective investors in connection with the Offering and do not
      make any representation or warranty concerning the accuracy or completeness
      of
      such information.  Prospective investors are advised to conduct their
      own review of the business, properties and affairs of the Company before
      subscribing to purchase Securities.

    


    II.           REPRESENTATIONS
      BY THE COMPANY

    


    Except
      as
      otherwise described in the SEC Documents (as defined below), including any
      documents incorporated by reference therein or exhibits referenced or attached
      thereto, the Company hereby represents and warrants to each of the Subscriber
      as
      follows immediately prior to the Closing:

     

    2.1           Incorporation.  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and is qualified
      to do business and is in good standing in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification, except where the failure to so qualify would not have a material
      adverse effect on the business, condition (financial or otherwise) or prospects
      of the Company ("Material Adverse Effect").  The Company does
      not have any subsidiaries.  Complete and correct copies of the
      certificate of incorporation (the "Certificate of Incorporation") and
      bylaws (the "Bylaws") of the Company as in effect on the Effective Date
      have been filed by the Company with the SEC.  The Company has all
      requisite corporate power and authority to carry on its business as now
      conducted.

     

    2.2           Capitalization.  The
      authorized capital stock of the Company consists of (i)  93,750,000 shares
      of Class A Common Stock, of which 12,585,254 shares are outstanding on the
      date
      hereof, 1,250,000 shares of Class B Common Stock and 5,000,000 shares of
      preferred stock .  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 material compliance with all federal and state securities
      laws, and were not issued in violation of any preemptive or similar rights
      to
      subscribe for or purchase securities.  Except for (i) options to
      purchase up to  2,527,500 shares of Common Stock or other equity
      awards issued to employees and consultants of the Company pursuant to the
      employee benefits plans disclosed in the SEC Documents and (ii) warrants to
      purchase up to 5,257,806 shares of Common Stock, there are no existing options,
      warrants, calls, preemptive (or similar) rights, subscriptions or other rights,
      agreements, arrangements or commitments of any character obligating the Company
      to issue, transfer or sell, or cause to be issued, transferred or sold, any
      shares of the capital stock of the Company or other equity interests in the
      Company or any securities convertible into or exchangeable for such shares
      of
      capital stock or other equity interests, and there are no outstanding
      contractual obligations of the Company to repurchase, redeem or otherwise
      acquire any shares of its capital stock or other equity
      interests.  There are no voting agreements or other similar
      arrangements with respect to the Common Stock to which the Company is a
      party.  The Company has not adopted a stockholder rights plan or
      similar arrangement relating to accumulations of beneficial ownership of Common
      Stock or a change in control of the Company.  The Company does not
      maintain any pension benefit plan, or other retirement plan, subject to the
      Employee Retirement Income Security Act.

     

    
      
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    2.3           Authorization.  All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization, execution, delivery and
      performance of this Subscription Agreement and the consummation of the
      transactions contemplated herein has been taken.  When executed and
      delivered by the Company, this Subscription Agreement shall constitute the
      legal, valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, except as such may be limited by
      bankruptcy, insolvency, reorganization or other laws affecting creditors' rights
      generally and by general equitable principles.  The Company has all
      requisite corporate power to enter into this Subscription Agreement and to
      carry
      out and perform its obligations under the terms of this Subscription
      Agreement.

     

    2.4           Valid
      Issuance of the Shares.  The Shares being purchased by the
      Subscribers hereunder and upon exercise of the Warrants will, upon issuance
      pursuant to the terms hereof and thereof, be duly authorized and validly issued,
      fully paid and nonassessable.  No preemptive rights or other rights to
      subscribe for or purchase the Company's capital stock exist with respect to
      the
      issuance and sale of the Securities by the Company pursuant to this Subscription
      Agreement, except for any such right disclosed in the SEC
      Documents.  No further approval or authority of the stockholders or
      the Board of Directors of the Company shall be required for the issuance and
      sale of the Securities by the Company, or the filing of the Registration
      Statement by the Company, as contemplated in this Subscription Agreement. The
      Shares and Warrants will, upon issuance pursuant to the terms hereof and
      thereof, be free and clear from any security interest, pledge, mortgage, lien
      (statutory or other), charge, option to purchase, lease or otherwise acquire
      any
      interest or any claim, restriction or covenant, title defect, hypothecation,
      assignment, deposit arrangement or other encumbrance of any kind or any
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement).

     

    
      
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    2.5           Financial
      Statements.  As of their respective dates, the financial
      statements of the Company included in the SEC Documents (as defined in Section
      2.6 below) complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto.  Such financial statements have been prepared in
      accordance with generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as permitted pursuant to Regulation
      G
      promulgated under the Exchange Act, or (ii) in the case of unaudited interim
      financial statements, to the extent they may exclude footnotes or may be
      condensed or summary statements) and fairly present in all material respects
      the
      financial position of the Company as of the dates thereof and the results of
      its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year end audit adjustments).

     

    2.6           SEC
      Documents.  The Company has filed all reports, schedules, forms,
      statements (collectively, and in each case including all exhibits, financial
      statements and schedules thereto and documents incorporated by reference therein
      and including all registration statements and prospectuses filed with the SEC)
      required to be filed by it with the SEC through the date of the Memorandum,
      and
      the Company will file, on a timely basis, all similar documents with the SEC
      during the period commencing on the date of the Memorandum and ending on the
      termination of the Offering (all of the foregoing being hereinafter referred
      to
      as the “SEC Documents”).  As of their respective dates, the SEC
      Documents complied or will comply in all material respects with the requirements
      of the Securities Act, the Exchange Act and the rules and regulations of the
      SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, contained or will contain any untrue statement of a material fact
      or
      omitted or will omit to state a material fact required to be stated therein
      or
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading, as of their respective
      filing dates, except to the extent corrected by a subsequently filed SEC
      Document.

     

    2.7           Consents.  All
      consents, approvals, orders and authorizations required on the part of the
      Company in connection with the execution, delivery or performance of this
      Subscription Agreement and the consummation of the transactions contemplated
      herein have been obtained and will be effective as of the Closing
      Date.

     

    2.8           No
      Conflict.  The execution and delivery this Subscription Agreement
      by the Company and the consummation of the transactions contemplated hereby
      will
      not conflict with or result in any violation of or default (with or without
      notice or lapse of time, or both) under, or give rise to a right of termination,
      cancellation or acceleration of any obligation or to a loss of a material
      benefit under (i) any provision of the Certificate of Incorporation or
      Bylaws of the Company, (ii) any material bond, debenture, note or other
      evidence of indebtedness, or any material lease, contract, indenture, mortgage,
      deed of trust, loan agreement, joint venture, franchise, license or other
      agreement or instrument to which the Company is a party or by which it or its
      property is bound or (iii) any judgment, order, statute, law, ordinance, rule
      or
      regulations, applicable to the Company or its respective properties or
      assets.

     

    2.9           Nasdaq
      Stock Market.  The Common Stock is registered pursuant to Section
      12(g) of the Exchange Act and is quoted on the Nasdaq Stock Market
      Over-the-Counter Bulletin Board ("OTCBB") under the ticker symbol
      "SYMBA.OB."  The Company has taken no action designed to remove, or
      which, to the Company's knowledge, is likely to have the effect of, suspending
      or terminating the quotation of the Common Stock on the OTCBB.  The
      Company shall comply with all requirements, if any, of the National Association
      of Securities Dealers, Inc. (the "NASD") with respect to the issuance of
      the Shares and Conversion Stock and the quoting of the Shares and Conversion
      Stock (when issued) on the OTCBB.

     

    
      
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    2.10           Absence
      of Litigation.  There is no action, suit or proceeding or, to the
      Company’s knowledge, any investigation, pending, or to the Company’s knowledge,
      threatened by or before any court, governmental body or regulatory agency
      against the Company that is required to be disclosed in the SEC Documents and
      is
      not so disclosed.  The Company has not received any written or oral
      notification of, or request for information in connection with, any formal
      or
      informal inquiry, investigation or proceeding from the SEC or the
      NASD.  The foregoing includes, without limitation, any such action,
      suit, proceeding or investigation that questions this Subscription Agreement
      or
      the right of the Company to execute, deliver and perform under
      same.

     

    2.11           Offering.
      The Company has not in the past nor will it hereafter take any action to sell,
      offer for sale or solicit offers to buy any securities of the Company which
      would require the offer, issuance or sale of the Securities, as contemplated
      by
      this Subscription Agreement, to be registered under Section 5 of the Securities
      Act.

     

    2.12           Investment
      Company. The Company is not and, after giving effect to the offering and
      sale of the Shares and the Warrants, will not be required to register as, an
      “investment company” as such term is defined in the Investment Company Act of
      1940, as amended.

     

    2.13           No
      Manipulation of Stock. The Company has not taken and will not, in violation
      of applicable law, take, any action designed to or that might reasonably be
      expected to cause or result in unlawful manipulation of the price of the Common
      Stock.

     

    2.14           No
      Violations. The Company is not in violation of its Certificate of
      Incorporation, Bylaws or other organizational documents, 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, would be reasonably expected to
      have a Material Adverse Effect, or 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 material bond, debenture, note or any other
      evidence of indebtedness in 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 is bound or by which the property of the Company is bound, which would
      be reasonably expected to have a Material Adverse Effect.

     

    2.15           Accountants.  Vitale,
      Caturano & Company, Ltd., who issued their report with respect to the
      financial statements to be incorporated by reference from the Company's Annual
      Report on Form 10-KSB for the year ended December 31, 2006 into the Registration
      Statement and the prospectus which forms a part thereof, are an independent
      registered public accounting firm as required by the Securities
      Act.

     

    
      
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    2.16           Disclosure.  Neither
      this Subscription Agreement, any of the schedules or exhibits hereto, nor any
      other document or certificate provided by the Company to the Subscribers in
      connection herewith contains any untrue statement of a material fact or, when
      considered as a whole, omits a material fact necessary to make the statements
      contained herein, in light of the circumstances in which they were made, not
      misleading.

     

    III.           TERMS
      OF SUBSCRIPTION

    


    3.1           The
      subscription period will begin on September 20, 2007 and will terminate upon
      the
      earlier to occur of (i) the sale of all of the Securities or (ii) 11:59 PM
      Eastern time on October 19, 2007 unless (in the sole discretion of the Company)
      extended by the Company for an additional period, not to exceed December 19,
      2007, or earlier terminated by the Company (the "Termina­tion
      Date").  The Securities are offered on a "best efforts" basis, and the
      acceptance of subscriptions is at the discretion of the Company.  The
      mini­mum sub­scription per subscriber shall be 10,000 Units ($7,000);
      provided, however, that smaller investments may be accepted at the
      discre­tion of the Company.

    


    3.2           Placement
      of the Securities may be made by the Placement Agents, who will receive up
      to
      (i) a place­ment fee in the amount of 10% of the purchase price of the
      Securities placed by them and (ii) Placement Agent Warrants equal to 10.0%
      of
      the shares of Common Stock sold by them.

    


    3.3           Pending
      the sale of the Securities, all funds paid hereunder shall be deposited by
      the
      Company in its bank account.  If the Company, in its sole discretion,
      rejects this subscription for purchase of Securities, then this subscription
      shall be void and all funds paid hereunder by the Subscriber, without
      inter­est, shall be promptly returned to the Subscriber, subject to
      paragraph 3.5 hereof.  Sale of the Securities shall occur in upon
      acceptance by the Company of such Subscriber’s subscription.  Closings
      are not subject to the purchase of a minimum number of Securities.

    


    3.4           The
      Subscriber hereby authorizes and directs the Company to deliver the Securities
      to be issued to such Subscriber pursuant to this Subscription Agreement either
      to the residential or business address indicated in the Selling Securityholder
      Ques­tionnaire, or as instructed by the Placement Agents.

    


    3.5           The
      Subscriber hereby authorizes and directs the Company to return any funds for
      unaccepted subscriptions to the same account from which the funds were drawn,
      including any cus­tomer account maintained with the Place­ment
      Agents.

    



    
      
        10

      

      
         

        
          

        

      

      
         

      

    


    IV.           REGISTRATION
      RIGHTS

    


    4.1           Registration.  The
      Company hereby agrees with the holders of the Securities, or their permitted
      transferees (collec­tively, the "Holders") who shall have agreed in writing
      with the Company to be bound by the provisions hereof applicable to the Holders,
      to use its best efforts to file within sixty (60) days following the final
      closing of this Offering a registra­tion statement under the Act covering
      the resale of the Shares included in the Offering and issuable upon exercise
      of
      the Warrants (the "Registrable Securities") by the Holders and to use its best
      efforts to have such registration statement declared effective within 120 days
      of the final closing of this Offering.

    


    4.2           Registration
      Procedures.  In connection with the registration of Registrable
      Securities under the Act pursuant to Section 4.1, the Company will use its
      commercially reasonable best efforts to:

    


    (a)           prepare
      and file with the SEC a registration statement with respect to such securities,
      and cause such registration statement to become effective, and to cause the
      same
      to remain effec­tive for such period as may be reasonably necessary to
      effect the sale of such securities, provided that such period need not
      extend beyond the date that all the Reg­istrable Securi­ties are
      eligible for sale under Rule 144 under the Act (the "Registra­tion
      Termination Date").

    


    (b)           prepare
      and file with the SEC such amendments to such registration statement and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      registration statement effective for such period as may be reasonably
      neces­sary to effect the sale of such securities, but not beyond the
      Registration Termination Date.

    


    (c)           furnish
      to the security holders participating in such regis­tration such
      rea­sonable number of copies of the registration statement, preliminary
      prospectus, final pro­spectus and such other documents as they may
      reasonably request in order to facilitate the public offering of such
      securities;

    


    (d)           register
      or qualify the securities covered by such registration statement under such
      state securities or blue sky laws of such jurisdictions as such participating
      holders may reasonably request in writ­ing within ten (10) days following
      the original filing of such registra­tion statement, except that the Company
      shall not for any purpose be required to execute a gen­eral consent to
      service of process or to qualify to do business as a foreign corpora­tion in
      any juris­diction wherein it is not so qualified;

    


    (e)           notify
      the security holders participating in such registra­tion, promptly after it
      shall receive notice thereof, of the time when such registra­tion statement
      has become effective or a supplement to any prospectus forming a part of such
      registration statement has been filed;

    


    (f)           notify
      such holders promptly of any request by the SEC for the amending or
      supplementing of such registration statement or prospectus or for additional
      infor­mation;

     

    
      
        11

      

      
         

        
          

        

      

      
         

      

    

    
 

    (g)           prepare
      and file with the SEC, promptly upon the request of any such holders, any
      amendments or supplements to such registration state­ment or prospectus
      which, in the opinion of counsel for such holders (and con­curred in by
      counsel for the Company), is required under the Act or the rules and regulations
      thereunder in connection with the distribution of Common Stock by such
      holder,

    


    (h)           prepare
      and promptly file with the SEC and promptly notify such holders of the filing
      of
      such amendment or supplement to such regis­tration statement or
      pro­spectus as may be necessary to correct any statements or omissions if,
      at the time when a prospec­tus relating to such securities is required to be
      delivered under the Act, any event shall have occurred as the result of which
      any such prospectus or any other prospectus as then in effect would include
      an
      untrue statement of a material fact or omit to state any material fact necessary
      to make the statements therein, in the light of the circumstances in which
      they
      were made, not misleading; and

    


    (i)           advise
      such holders, promptly after it shall receive notice or obtain knowledge
      thereof, of the issuance of any stop order by the SEC sus­pending the
      effectiveness of such registration statement or the initiation or
      threat­ening of any proceeding for that purpose and promptly use its best
      efforts to pre­vent the issuance of any stop order or to obtain its
      with­drawal if such stop order should be issued.

    


    4.3           Expenses.

    


    (a)           With
      respect to the registration pursuant to Section 4.1 hereof, all fees, costs
      and
      expenses of and incidental to such registra­tion (as specified in paragraph
      (b) below) shall be borne by the Company, provided, however, that any security
      holders par­ticipating in such registration shall bear their pro rata share
      of any underwriting discount and com­missions and transfer
      taxes.

    


    (b)           The
      fees, costs and expenses of registration to be borne by the Company as provided
      in paragraph (a) above shall include, without limita­tion, all registration,
      filing, and NASD fees, printing expenses, fees and disburse­ments of counsel
      and accountants for the Company, and expenses of complying with state securities
      or blue sky laws of any juris­dictions in which the securities to be offered
      are to be registered and qualified, including blue sky legal fees and expenses
      of Company counsel.  Fees and disbursements of counsel and
      accoun­tants for the selling security holders and any other expenses
      incurred by the selling security holders not expressly included above shall
      be
      borne by the selling security holders.

    


    4.4           Indemnification.

    


    (a)           To
      the extent permitted by law, the Company will indemnify and hold harmless each
      holder of Registrable Securities which are included in a registration statement
      pur­suant to the provisions of Section 4.1, its directors and officers, and
      any under­writer (as defined in the Act) for such holder and each person, if
      any, who controls such holder or such underwriter within the meaning of the
      Act,
      from and against, and will reimburse such holder and each such underwriter
      and
      controlling person with respect to, any and all loss, damage, liability, cost
      and expense to which such holder or any such underwriter or controlling person
      may become subject under the Act or otherwise, insofar as such losses, damages,
      liabilities, costs or expenses are caused by any untrue statement or alleged
      untrue statement of any material fact contained in such registration statement,
      any prospectus contained therein or any amendment or supplement thereto, or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances in which they were made,
      not
      misleading; provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, damage, liability, cost or expenses
      arises out of or is based upon an untrue statement or alleged untrue statement
      or omission or alleged omission so made in conformity with informa­tion
      furnished by such holder, such underwriter or such control­ling person in
      writing specifically for use in the preparation thereof.

     

    
      
        12

      

      
         

        
          

        

      

      
         

      

    

    
 

    (b)           Each
      holder of Registrable Securities included in a regis­tration pursuant to the
      provisions of Section 4.1 hereof will indemnify and hold harmless the Company,
      its directors and officers, any controlling person and any under­writer and
      any person which controls such underwriter from and against, and will reimburse
      the Company, its directors and officers, any controlling person and any
      under­writer and any person which controls such underwriter with respect to,
      any and all loss, damage, liability, cost or expense to which the Company or
      any
      controlling person and/or any underwriter or controlling person thereof may
      become subject under the Act or otherwise, insofar as such losses, damages,
      liabilities, costs or expenses are caused by, arise out of or are based upon
      (i)
      any untrue statement (or alleged untrue statement) of a material fact contained
      in any such registration statement, prospectus, offering circular or other
      document, or any omission (or alleged omission) to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, but only to the extent, that such untrue statement or alleged untrue
      statement or omission or alleged omission was so made in reliance upon and
      in
      strict con­formity with written information fur­nished by or on behalf
      of such holder specifically for use in the preparation thereof (ii) such
      holder’s failure to sell the Registrable Securities only pursuant to and in the
      manner contemplated by the Registration Statement, including the Plan of
      Distribution section contained therein, and otherwise in compliance with the
      prospectus delivery requirements of such Act or (iii) violations of the
      Securities Act arising solely from the holder’s request to remove the legends
      from the Registrable Securities prior to a sale of the Registrable Securities
      pursuant to a Registration Statement, Rule 144 of the Securities Act, or any
      other exemption from registration under the Securities Act.

    


    (c)           Promptly
      after receipt by an indemnified party pursuant to the provisions of paragraph
      (a) or (b) of this Section 4.4 of notice of the com­mencement of any action
      involving the subject matter of the foregoing indemnity provisions such
      indemnified party will, if a claim thereof is to be made against the
      indemnifying party pursuant to the provisions of said para­graph (a) or (b),
      promptly notify the indemnifying party of the commencement thereof; but the
      omission to so notify the indemni­fying party will not relieve it from any
      liability which it may have to any indemnified party otherwise than hereunder.
      In case such action is brought against any indemnified party and it
      noti­fies the indemnifying party of the commencement thereof, the
      indem­nifying party shall have the right to participate in, and, to the
      extent that it may wish, jointly with any other indemnify­ing party
      similarly notified, to assume the defense thereof, with counsel reasonably
      satisfactory to such indemnified party, provided, how­ever, if the
      defendants in any action include both the indemni­fied party and the
      indemnifying party and the indemnified party shall have rea­sonably
      concluded that there may be legal defenses available to it and/or other
      indemnified parties which are dif­ferent from or in addition to those
      available to the indemnifying party, or if there is a conflict of interest
      which
      would prevent counsel for the indemnifying party from also representing the
      indemnified party, the indemnified party or parties have the right to select
      separate counsel to partici­pate in the defense of such action on behalf of
      such indemnified party or parties.  After notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof, the indemnifying party will not be liable to such indemnified party
      pursuant to the provisions of said paragraph (a) or (b) for any legal or other
      expense subsequently incurred by such indemnified party in connec­tion with
      the defense thereof other than reasonable costs of investigation, unless (i)
      the
      indemnified party shall have employed counsel in accordance with the
      provi­sions of the preced­ing sentence, (ii) the indemnifying party
      shall not have employed counsel reasonably satisfactory to the indemnified
      party
      to represent the indemnified party within a reasonable time after the notice
      of
      the commencement of the action or (iii) the indemnifying party has authorized
      the employment of counsel for the indemnified party at the expense of the
      indemnifying party.

     

    
      
        13

      

      
         

        
          

        

      

      
         

      

    

    
 

    4.5           Additional
      Provisions.

    


    (a)           Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event requiring the preparation of a supplement or amendment to a
      prospectus relating to Registrable Securities so that, as thereafter delivered
      to the Holders, such prospectus will not contain an untrue statement of a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, each Holder will
      forthwith discontinue disposition of Registrable Securities pursuant to a
      registration statement contemplated by Section 4.1 until its receipt of copies
      of the supplemented or amended prospectus from the Company and, if so directed
      by the Company, each Holder shall deliver to the Company all copies, other
      than
      permanent file copies then in such Holder’s possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice.  The Company agrees to use its best efforts to promptly
      prepare and file any such supplemented or amended prospectus that may be
      required.

    


    (b)           Each
      Holder agrees to suspend, upon request of the Company, any disposition of
      Registrable Securities pursuant to the Registration Statement and prospectus
      contemplated by Section 4.1 during (A) any period not to exceed two 30-day
      periods within any one 12-month period the Company requires in connection with
      a
      primary underwritten offering of equity securities and (B) any period, not
      to
      exceed one 60-day period per circumstance or development, when the Company
      determines in good faith that offers and sales pursuant thereto should not
      be
      made by reason of the presence of material undisclosed circumstances or
      developments with respect to which the disclosure  that would be
      required in such a prospectus is premature, would have an adverse effect on
      the
      Company or is otherwise inadvisable.

    


    (c)           As
      a condition to the inclusion of its Registrable Securities, each Holder shall
      furnish to the Company such information regarding such Holder and the
      distribution proposed by such Holder as the Company may request in writing
      or as
      shall be required in connection with any registration, qualification or
      compliance referred to in this Article IV.

    


    (d)           Each
      Holder hereby covenants with the Company (1) not to make any sale of the
      Registrable Securities without effectively causing the prospectus delivery
      requirements under the Act to be satisfied, and (2) if such Registrable
      Securities are to be sold by any method or in any transaction other than on
      a
      national securities exchange, in the over-the-counter market, in privately
      negotiated transactions, or in a combination of such methods, to notify the
      Company at least five (5) business days prior to the date on which the Holder
      first offers to sell any such Registrable Securities.

     

    
      
        14

      

      
         

        
          

        

      

      
         

      

    

    
 

    (e)           Each
      Holder acknowledges and agrees that the unregistered Registrable Securities
      sold
      pursuant to the Registration Statement described in this Article V are not
      transferable on the books of the Company unless the stock certificate submitted
      to the transfer agent evidencing such unregistered Registrable Securities is
      accompanied by a certificate reasonably satisfactory to the Company to the
      effect that (A) the unregistered Registrable Securities have been sold in
      accordance with such Registration Statement and (B) the requirement of
      delivering a current prospectus has been satisfied.

    


    (f)           Each
      Holder agrees not to take any action with respect to any distribution deemed
      to
      be made pursuant to such Registration Statement, that constitutes a violation
      of
      Regulation M under the Exchange Act or any other applicable rule, regulation
      or
      law.

    


    (g)           At
      the end of the period during which the Company is obligated to keep the
      Registration Statement current and effective as described above, the Holders
      of
      Registrable Securities included in the Registration Statement shall discontinue
      sales of shares pursuant to such Registration Statement upon receipt of notice
      from the Company of its intention to remove from registration the shares covered
      by such Registration Statement which remain unsold, and such Holders shall
      notify the Company of the number of shares registered which remain unsold
      immediately upon receipt of such notice from the Company.

    


    V.           MISCELLANEOUS

    


    5.1           Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, at its address set forth on the first page hereof,
      Attention: Paul C. Desjourdy, Pres­ident and to the Subscriber at his
      address indicated on the last page of this Subscription
      Agreement.  Notices shall be deemed to have been given on the date of
      mailing, except notices of change of address, which shall be deemed to have
      been
      given when received.

    


    5.2           This
      Subscription Agreement shall not be changed, modified or amended except by
      a
      writing signed by the parties to be charged, and this Sub­scription
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writ­ing signed by the party to be charged.

    


    5.3           This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties hereto and to their respective heirs, legal representatives, successors
      and assigns.  This Subscription Agreement sets forth the entire
      agree­ment and understanding between the parties as to the subject matter
      thereof and merges and supersedes all prior discussions, agree­ments and
      understandings of any and every nature among them.

    


    5.4  Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, the par­ties expressly agree that all the terms and
      provisions hereof shall be construed in accordance with and gov­erned by the
      laws of The Commonwealth of Massachusetts.  The parties hereby agree
      that any dispute which may arise between them arising out of or in connection
      with this Subscription Agreement shall be adjudicated before a court located
      in
      Boston, Massachusetts and they hereby submit to the exclusive jurisdiction
      of
      the courts of The Commonwealth of Massachusetts located in Boston, Massachusetts
      and of the federal courts in the District of Massachusetts with respect to
      any
      action or legal proceed­ing com­menced by any party, and irrevocably
      waive any objection they now or hereafter may have respecting the venue of
      any
      such action or proceeding brought in such a court or respecting the fact that
      such court is an inconvenient forum, relating to or arising out of this
      Subscription Agreement or any acts or omis­sions relating to the sale of the
      securities hereunder, and con­sent to the service of process in any such
      action or legal pro­ceeding by means of registered or certified mail, return
      receipt requested, in care of the address set forth below or such other address
      as the undersigned shall furnish in writing to the other.

     

    
      
        15

      

      
         

        
          

        

      

      
         

      

    

    
 

    5.5           This
      Subscription Agreement may be executed in counterparts.  Upon the
      execution and delivery of this Subscrip­tion Agreement by the Subscriber,
      this Subscription Agree­ment shall become a binding obligation of the
      Subscriber with respect to the purchase of Securities as herein provided;
      subject, however, to the right hereby reserved to the Company to enter into
      the
      same agreements with other subscribers and to add and/or to delete other persons
      as subscribers.

    


    5.6           The
      holding of any provision of this Subscription Agreement to be invalid or
      unenforceable by a court of competent jurisdiction shall not affect any other
      provision of this Sub­scription Agreement, which shall remain in full force
      and effect.

    


    5.7           It
      is agreed that a waiver by either party of a breach of any provision of this
      Subscription Agreement shall not operate, or be construed, as a waiver of any
      subsequent breach by that same party.

    


    5.8           The
      parties agree to execute and deliver all such further docu­ments, agreements
      and instruments and take such other and further action as may be necessary
      or
      appro­priate to carry out the purposes and intent of this Subscrip­tion
      Agreement.

    


    [The
      remainder of this page left intentionally blank]

     

    
      
        16

      

      
         

        
          

        

      

      
         

      

    

    
IN WITNESS WHEREOF, the parties have executed this
      Subscrip­tion Agree­ment as of the day and year first written
      above.

     

    
      	
               

              ______________________________

              Signature
                of Subscriber(s)

            	
               

              ______________________________

            
	
               

               

              ______________________________

              Name
                of Subscriber(s)

              [please
                print]

            	
               

               

              ______________________________

            
	
               

               

              ______________________________

              Address
                of Subscriber(s)

            	
               

               

              ______________________________

            
	
               

               

              ______________________________

              Social
                Security of Taxpayer

              Identification
                Number of Sub­scriber(s)

            	
               

               

              ______________________________

            
	
               

               

              ______________________________

              Number
                of Units Sub­scribed For

            	 


    

    


    


    *
      If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:

    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

    


    _________________________________

    Name
      of
      NASD Member Firm

    


    _________________________________

    By:  Authorized
      Officer

    Subscription
      Accepted:

    


    SYMBOLLON
      PHARMACEUTICALS, INC.

    


    


    By:______________________________________

    Paul
      C.
      Desjourdy,

    Presi­dent
      and Chief Executive Offi­cer

    


    Date:  _______________,
      2007


    
      
        17

      

      
         

        
          

        

      

      
         

      

    


    Selling
      Securityholder Questionnaire

    


    1.           Your
      identity and background as the Beneficial Holder of Common Stock

    


    
      	
               

            	
              (a)

            	
              Your
                full legal
                name:  ____________________________________________________________

            


    

    


    
      	
               

            	
              (b)

            	
              Citizenship:  ___________________________________________________________________

            


    

    


    
      	
               

            	
              (c)

            	
              Social
                Security No. or Taxpayer ID
                No.:  ____________________________________________

            


    

    


    
      	
               

            	
              (d)

            	
              Your
                address:

            


    

    


    Address:  __________________________________________________________________

    


    __________________________________________________________________________

    


    
      	
               

            	
              (e)

            	
              Full
                legal name of person through which you hold the Common Stock only
                if
                different than as set forth in Item 1(a) above (i.e. name of your
                broker or the DTC participant, if applicable, through which your
                shares of
                Common Stock are held):

            


    

    


    Name
      of
      broker:  _______________________________________________________________

    


    DTC
      No.:  _____________________________________________________________________

    


    Contact
      Person:  _______________________________________________________________

    


    Telephone
      No.:  ________________________________________________________________

    


    2.           Your
      Relationship with Symbollon

    


    
      	
               

            	
              (a)

            	
              Have
                you or any of your affiliates, officers, directors or principal equity
                holders (owners of 5% or more of the equity securities of the undersigned)
                held any position or office or have you had any other material
                relationship with Symbollon (or its predecessors or affiliates) within
                the
                past three years?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (b)

            	
              If
                your response to Item 2(a) above is yes, please state the nature
                and
                duration of your relationship with
                Symbollon:

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    3.           Your
      interest in the Common Stock

    


    
      	
               

            	
              (a)

            	
              State
                the total number of shares you expect to purchase in connection with
                the
                proposed sale of Common Stock by
                Symbollon:

            


    

    


    _____________________________________________________________________________

     

    
      
        i

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (b)

            	
              Do
                you beneficially own1 any securities of Symbollon other than the
                securities you will receive in connection with the proposed sale
                of Common
                Stock by Symbollon?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (c)

            	
              If
                your answer to Item 3(b) above is yes, state the type, the aggregate
                amount or number of shares of such other securities of Symbollon
                beneficially owned by you:

            


    

    


    Type:  ________________________________________________________________________

    


    Aggregate
      Amount/Number of
      Shares:  ______________________________________________

    


    CUSIP
      No(s).:  _________________________________________________________________

    


    Holder
      of
      record:  _______________________________________________________________

    


    Note:  List
      separately shares held of record jointly with another person, in a fiduciary
      capacity or in a name other than your own.  Attach additional sheets
      and itemize, if necessary.

    


    
      	
               

            	
              (d)

            	
              Do
                you have both sole voting power and sole investment power
                with respect to all the shares to be purchased in the proposed sale
                of Common Stock by Symbollon and any shares already beneficially
                owned by you?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (e)

            	
              If
                your answer to Item 3(d) above is no, provide information in the
                space
                below with respect to why you do not have sole voting power and sole
                investment power, including the number of shares as to which you
                do not
                have sole voting or investment
                power.

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    


    
      	
               

            	
              (f)

            	
              Do
                you wish to disclaim beneficial ownership of any of the shares of
                Common
                Stock (either to be purchased in the proposed offering or currently
                owned)
                that are described above?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (g)

            	
              If
                your answer to Item 3(f) is yes, provide information in the space
                below
                with respect to why you wish to disclaim beneficial ownership, including
                the number of shares as to which beneficial ownership is
                disclaimed.

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


     

    
      
        ii

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (h)

            	
              Do
                you have the right to acquire beneficial ownership of any shares
                of Common
                Stock within 90 days?

            


    

    


    


               Yes

               No

    


    
      	
               

            	
              (i)

            	
              If
                your answer to Item 3(h) is yes, state the number of shares as to
                which
                you have the right to acquire beneficial ownership within 90 days
                in the
                space provided below and describe the date and circumstances under
                which
                you have any such right of
                acquisition.

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    
      	
               

            	
              (j)

            	
              At
                the time of your receipt of the Common Stock upon the completion
                of the
                proposed sale of Common Stock, will you have any agreements or
                understandings, directly or indirectly, with any person to distribute
                the
                Common Stock?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (k)

            	
              If
                your response to Item 3(j) above is yes, please describe such agreements
                or understandings:

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    4.           Beneficial
      Ownership

    


    
      	
               

            	
              (a)

            	
              Is
                the beneficial holder of the Common Stock (whether now held or to
                be
                purchased) an SEC-reporting
                company?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (b)

            	
              If
                your answer to Item 4(a) above is no, name the natural person(s)
                who
                exercise voting or investment control over the Common Stock and give
                their
                current titles with respect to the Beneficial
                Owner:

            


    

    


    Name(s)
      of Natural Person(s) and
      Title(s):  ___________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    

      

    

     

      
        	
                 

              	
                1
                  NOTE:  For purposes of this question, shares are considered
                  “beneficially owned” by a person if the person, directly or indirectly,
                  through any contract, arrangement, understanding, relationship
                  or
                  otherwise, has or shares voting power and/or investment power with
                  respect
                  to such shares.  “Voting power” is the power to vote or direct
                  the voting of the shares, and “investment power” is the power to dispose
                  of (or direct the disposition of) the
                  shares.

              


      

       

    


    
      
        iii

      

      
         

        
          

        

      

      
         

      

    


    5.           Plan
      of Distribution

    


    The
      Shelf Registration Statement will
      include a section with respect to various plans of distribution that a Selling
      Securityholder might utilize to offer and sell the Common Stock of such Selling
      Securityholder utilizing the prospectus that is part of the Shelf Registration
      Statement.  The proposed “Plan of Distribution” to be included in the
      Shelf Registration Statement is attached as Exhibit A
      hereto.

    


    Please
      review the proposed Plan of
      Distribution.  If you anticipate utilizing the prospectus to offer or
      sell the Common Stock in a manner that is not contemplated by the Plan of
      Distribution, state any exceptions here:

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    6.           NASD
      Affiliates and Associates

    


    
      	
               

            	
              (a)

            	
              Are
                you, any of your affiliates or any member of your immediate family2
                a
                member of The National Association of Securities Dealers, Inc. (“NASD”) or
                a broker-dealer registered pursuant to Section 15 of the Exchange
                Act?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (b)

            	
              If
                your response to Item 6(a) above is no, are you, any of your affiliates
                or
                any member of your immediate family an “affiliate” of a member of the NASD
                or a broker-dealer registered pursuant to Section 15 of the Exchange
                Act?

            


    

    


               Yes

               No

    


    NOTE:  For
      the purposes of this Item 6(b), an “affiliate” of a registered broker-dealer
      shall include any company that directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      such NASD member or broker-dealer, but excludes any individuals who are merely
      employed by such NASD member or broker-dealer or its
      affiliates.

    


    
      	
               

            	
              (c)

            	
              If
                your response to Item 6(a) above is no, are you, any of your affiliates
                or
                any member of your immediate family an “associate” of an NASD member or a
                broker-dealer registered pursuant to Section 15 of the Exchange
                Act?

            


    

    


               Yes

               No

    


    NOTE:  For
      the purposes of this Item 6(c), an “associate” of an NASD member or a registered
      broker-dealer shall include any sole proprietor, partner, officer, director
      or
      branch manager of such NASD member or registered broker-dealer, any natural
      person occupying a similar status or performing similar functions, or any
      natural person engaged in the investment banking or securities business who,
      directly or indirectly, controls or is controlled by such NASD member or
      registered broker-dealer (including, for example, as an employee thereof),
      whether or not such person is registered or exempt from registration with the
      NASD.

     

    
      
        iv

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (d)

            	
              If
                your response to Item 6(c) above is yes, describe the nature of the
                relationship between you and each broker-dealer or broker-dealer
                associate.

            


    

    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    
      	
               

            	
              (e)

            	
              Do
                you or any of your affiliates own stock or other securities of any
                NASD
                member or registered broker-dealer or any affiliate
                thereof?

            


    

    


               Yes

               No

    


    
      	
               

            	
              (f)

            	
              If
                your response to Item 6(e) above is yes, please briefly describe
                the facts
                (including the names of the NASD member or broker-dealer or affiliate
                and
                the percentage ownership).

            


    

    
      	
               

            	
              .

            


    

    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    


    
      	
               

            	
              (g)

            	
              Have
                you or any of your affiliates made any subordinated loan to any NASD
                member or registered broker-dealer?

            


    

    


               Yes

               No

    


    


    
      	
               

            	
              (h)

            	
              If
                your response to Item 6(g) above is yes, please briefly describe
                the facts
                (including the names of the NASD member or broker-dealer or affiliate,
                the
                amount of the loan and interest payable, and applicable
                dates)

            


    

    
      	
               

            	
              .

            


    

    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    


    
      	
               

            	
              (i)

            	
              Please
                identify any of the following relationships you have with any NASD
                member:

            


    

    


    Advisor                                           □

    Officer                                           □

    Director                                           □

    Trustee                                           □

    Founder                                           □

    Registered
      Representative                                                                □

    5%
      Stockholder                                           □

    Employee                                           □

    Immediate
      Family                                           □

    Broker/Dealer                                           □

    Promoter                                           □

    Consultant                                           □

    Finder                                           □

    Bridge
      Lender                                           □

    General
      Partner                                           □

    Limited
      Partner                                           □

    Equity
      Investor                                           □

    Client
      or
      Customer                                           □

    Subordinated
      Debt
      Holder                                                                □

    Other                                           □

     

     

    
      
        v

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (j)

            	
              If
                you identified any of the relationships referred to in Item 6(i),
                please
                describe in detail the nature of any such relationship and the NASD
                member.

            


    

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    
      	
               

            	
              (k)  Do
                you have any oral and/or written agreements with any NASD member
                or
                registered broker-dealer or any person associated with such NASD
                member or
                registered broker-dealer concerning the disposition of your securities
                of
                the Company?

            


    

    


    


    


               Yes

               No

    


    


    
      	
               

            	
              (l)

            	
              If
                your response to Item 6(k) above is yes, please briefly describe
                the facts
                (including the names of the NASD member or broker-dealer or associate),
                and attach copies of any written agreements or correspondence describing
                such arrangement.

            


    

    
      	
               

            	
              .

            


    

    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    _____________________________________________________________________________

    


    


    


    *   *   *

    


    Certain
      legal consequences arise from being named as a Selling Securityholder in the
      Shelf Registration Statement and the related prospectus.  Accordingly,
      beneficial owners of Common Stock are advised to consult their own securities
      law counsel regarding the consequences of being named or not being named as
      a
      Selling Securityholder in the Shelf Registration Statement and the related
      prospectus.

    


    The
      undersigned acknowledges its obligation to comply with the provisions of the
      Securities Exchange Act of 1934 and the rules thereunder relating to stock
      manipulation, particularly Regulation M thereunder (or any successor rules
      or
      regulations), in connection with any offering of Common Stock pursuant to the
      Shelf Registration Statement.  The undersigned agrees that neither it
      nor any person acting on its behalf will engage in any transaction in violation
      of such provisions.

    


    In
      the
      event that the undersigned transfers all or any portion of the Symbollon Common
      Stock after the date on which the information in this Subscription Agreement
      and
      Selling Securityholder Questionnaire is provided to Symbollon, the undersigned
      agrees to notify the transferee(s) at the time of transfer of its rights and
      obligations hereunder.

     

    
      
        vi

      

      
         

        
          

        

      

      
         

      

    

    
 

    The
      undersigned agrees to promptly notify Symbollon of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date
      hereof.

    


    The
      undersigned understands that the information in this Subscription Agreement
      and
      Selling Securityholder Questionnaire will be relied upon by Symbollon in
      connection with the preparation or amendment of the Shelf Registration Statement
      or related prospectus.

    


    By
      signing below, the undersigned represents that the information provided herein
      is accurate and complete.

    


    
      	
               

            	
              Once
                this Subscription Agreement
                and Selling Securityholder Questionnaire is executed by the undersigned
                beneficial holder and received by Symbollon, the terms of this
                Questionnaire, and the representations and warranties contained herein,
                shall be binding on, shall inure to the benefit of and shall be
                enforceable by the respective successors, heirs, personal representatives
                and assigns of Symbollon and shall be governed in all respects by
                the
                internal laws of the Commonwealth of
                Massachusetts.

            


    

    


    IN
      WITNESS WHEREOF, I have executed this Selling Securityholder Question­naire
      this _________ day of ___________ 2007, and declare that it is truthful and
      correct to the best of my knowledge.

    


    


    ____________________________________

    Signature
      of Prospective
      Investor

    


    


    ____________________________________

    Signature
      of Prospective
      Investor

    


    


    Company
      or Entity Name

     

    By:                                                                

     

    Title:

     

             (If
      an entity list name or title)

     

    

      

    

     

      
        	
                 

              	
                2   Immediate
                  family includes your parents, mother-in-law, father-in-law, spouse,
                  sibling, brother-in-law or sister-in-law, children, son-in-law
                  or
                  daughter-in-law, and any other individual who is supported to a
                  materiel
                  extent by you.

              


      

       

    


    
      
        vii

      

      
         

        
          

        

      

      
         

      

    


    Accredited
      Investor Questionnaire

    


    The
      undersigned hereby represents and warrants that he, she or it is an “Accredited
      Investor” within the meaning of Regulation D of the Securities Act based upon
      the fact that he, she or it satisfies at least one of the following requirements
      (check all that apply):

    


     

    
      	
              ____

            	
              (1)
                he or she is a natural person who had an individual income in excess
                of
                $200,000 in each of the two most recent years, or joint income with
                his or
                her spouse in excess of $300,000 in each of those years, and has
                a
                reasonable expectation of reaching the same income level in the current
                year;

            


    

     

     

    
      	
              ____

            	
              (2)
                he or she is a natural person whose individual net worth, or joint
                net
                worth with his or her spouse, at the time of purchase exceeds
                $1,000,000;

            


    

     

    
      	
              ____

            	
              (3)
                it is a bank as defined in section 3(a)(2) of the Securities Act,
                or a
                savings and loan association or other institution as defined in section
                3(a)(5)(A) of the Securities Act, whether acting in its individual
                or
                fiduciary capacity; a broker or dealer registered pursuant to section
                15
                of the Securities Exchange Act of 1934; an insurance company as defined
                in
                section 2(a)(13) of the Securities Act; an investment company registered
                under the Investment Company Act of 1940 or a business development
                company
                as defined in section 2(a)(48) of that act; a Small Business Investment
                Company licensed by the U.S. Small Business Administration under
                section
                301(c) or (d) of the Small Business Investment Act of 1958; a plan
                established and maintained by a state, its political subdivisions,
                or any
                agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees, if such plan has total assets in excess
                of
                $5,000,000; an employee benefit plan within the meaning of the Employee
                Retirement Income Security Act of 1974 if the investment decision
                is made
                by a plan fiduciary, as defined in section 3(21) of such act, which
                is
                either a bank, savings and loan association, insurance company, or
                registered adviser, or if the employee benefit plan has total assets
                in
                excess of $5,000,000 or, if a self-directed plan, with investment
                decisions made solely by persons that are Accredited
                Investors;

            


    

     

    
      	
              ____

            	
              (4)
                it is a private business development company as defined in section
                202(a)(22) of the Investment Advisers Act of
                1940;

            


    

     

     

    
      	
              ____

            	
              (5)
                it is an organization described in section 501(c)(3) of the Internal
                Revenue Code, corporation, Massachusetts or similar business trust,
                or
                partnership, not formed for the specific purpose of acquiring the
                securities offered, with total assets in excess of
                $5,000,000;

            


    

     

     

    
      	
              ____

            	
              (6)
                it is a trust, with total assets in excess of $5,000,000, not formed
                for
                the specific purpose of acquiring the securities offered, whose purchase
                is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
                of the Securities Act; or

            


    

     

     

    
      	
              ____

            	
              (7)
                it is an entity in which all of the equity owners are Accredited
                Investors
                under any of paragraphs (1) through (6)
                above.

            


    

     

    


    The
      undersigned represents that:

    


    (a)  the
      undersigned has received and carefully reviewed the information furnished
      relating to Symbollon and any other materials relating thereto that the
      undersigned has requested;

    


    (b)  the
      undersigned has had an opportunity to ask questions of and receive answers
      from
      the authorized representatives of Symbollon, and to review any relevant
      documents and records concerning the business of Symbollon and the terms and
      conditions of this investment, and that any such questions have been answered
      to
      the undersigned's full satisfaction;

    


    (c)  no
      person or entity, other than Symbollon or its authorized representatives, has
      offered the securities to the undersigned;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (d)  the
      Common Stock will be acquired for the undersigned's own account for investment
      and not with a view toward subdivision, resale or redistribution thereof in
      a
      manner prohibited under the Securities Act, and the undersigned does not
      presently have any reason to anticipate any change in circumstances or other
      particular occasion or event which would cause the undersigned to sell such
      securities; and

    


    (e)  the
      undersigned has no contract, undertaking, agreement, understanding or
      arrangement with any person to sell, transfer, or pledge to any person any
      part
      or all of the securities which the undersigned is acquiring, or any interest
      therein, and have no present plans to enter into the same.

    


    The
      undersigned understands that the information provided in this Accredited
      Investor Questionnaire will be relied upon by Symbollon in determining whether
      the offering of Common Stock is exempt from the registration requirements of
      the
      Securities Act and from applicable state securities laws.

    


    By
      signing below, the undersigned represents that the information provided herein
      is accurate and complete and agrees that Symbollon may rely upon
      it.

    


    The
      undersigned agrees to promptly notify Symbollon of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date
      hereof.

    


    


    


    


    


    Signature
      (Individual or Entity)*

    


    


    


    Title
      (If
      Signed on Behalf of Entity)

    


    


    


    Print
      Name

    


    


    


    Date

    


    


    


    *           Signature
      must match signature on Subscription Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    


    PROPOSED
      PLAN OF DISTRIBUTION

    


    We
      are
      registering the shares of our common stock covered by this prospectus for the
      selling stockholders.  As used in this prospectus, "selling
      stockholders" includes the donees, pledgees, transferees or others who may
      later
      hold a selling stockholder's interest.  The selling stockholders will
      act independently of us in making decisions with respect to the timing, manner
      and size of each sale.  A selling stockholder may, from time to time,
      sell all or a portion of its shares of common stock on the OTC Bulletin Board
      or
      on any national securities exchange or automated inter-dealer quotation system
      on which our common stock may be listed or traded, or in private transactions,
      or otherwise, at prices then prevailing or related to the current market price
      or at negotiated prices.  One or more underwriters on a firm
      commitment or best efforts basis may sell the shares of common stock directly
      or
      through brokers or dealers or in a distribution.  The methods by which
      the shares of common stock may be sold include:

    


    
      	
               

            	
              o    ordinary
                brokerage transactions and transactions in which the broker solicits
                purchasers or through
                market-makers;

            


    

    


    
      	
               

            	
              o    a
                block trade (which may involve crosses) in which the broker or dealer
                engaged will attempt to sell the shares of common stock as agent,
                but may
                position and resell a portion of the block, as principal, to facilitate
                the transaction;

            


    

    


    
      	
               

            	
              o    purchases
                by a broker or dealer, as principal, and resales by such broker or
                dealer
                for its account;

            


    

    


    
      	
               

            	
              o    an
                exchange distribution in  accordance with the rules of the
                applicable exchange;

            


    

    


    
      	
               

            	
              o    privately-negotiated
                transactions;

            


    

    


    
      	
               

            	
              o    short
                sales or transactions in put or call options or other rights or hedging
                transactions (whether exchange-listed or otherwise) established after
                the
                effectiveness of the registration statement of which this prospectus
                is a
                part;

            


    

    


    
      	
               

            	
              o    broker-dealers
                may agree with the selling stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

    


    
      	
               

            	
              o    a
                combination of any such methods of sale;
                and

            


    

    


    
      	
               

            	
              o    any
                other method permitted pursuant to applicable
                laws.

            


    

    


    


    In
      addition, any of the shares of common stock that qualify for sale pursuant
      to
      Rule 144 promulgated under the Securities Act of 1933 may be sold in
      transactions complying with that Rule, rather than pursuant to this
      prospectus.

    


    A
      selling
      stockholder may from time to time pledge or grant a security interest in some
      or
      all of the shares of common stock owned by it and, if it defaults in the
      performance of its secured obligations, the pledgees or secured parties may
      offer and sell the shares of common stock from time to time under this
      prospectus after we have filed, if required, an amendment to this prospectus
      under Rule 424(b)(3) or other applicable provision of the Securities Act of
      1933
      amending the list of selling stockholders to include the pledgee, transferee
      or
      other successors in interest as selling stockholder under this
      prospectus.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    A
      selling
      stockholder also may transfer the shares of common stock or its interest in
      other circumstances, in which case the transferees, pledgees or other successive
      successors in interest (including, without limitation, a purchaser of a selling
      stockholder’s interest) will be the selling beneficial owner for purposes of
      this prospectus and may sell the shares of common stock from time to time under
      this prospectus after we have filed an amendment, if required, to this
      prospectus under Rule 424(b)(3) or other applicable provision of the Securities
      Act of 1933 amending the list of selling stockholders to include the pledgee,
      transferee or other successors in interest as selling stockholder under this
      prospectus.

    


    The
      selling stockholders and any broker-dealers or agents participating in the
      distribution of our shares may be deemed to be "underwriters" within the meaning
      of the Securities Act of 1933, and any commissions received by any broker-dealer
      or agent and profit on any resale of shares of common stock may be deemed to
      be
      underwriting commissions under the Securities Act of
      1933.  Broker-dealers engaged by selling stockholders may arrange for
      other broker-dealers to participate in sales.  For sales to or through
      broker-dealers, these broker-dealers may receive compensation in the form of
      discounts, concessions or commissions from the selling stockholders or the
      purchasers of the shares, or both.  The commissions received by a
      broker-dealer or agent may be in excess of customary compensation.  If
      a selling stockholder is deemed to be an "underwriter," the selling stockholder
      may have liability for the accuracy of the contents of this prospectus under
      the
      Securities Act of 1933.

    


    At
      a time
      a particular offer of shares is made by a selling stockholder, a prospectus
      supplement, if required, will be distributed that will set forth the names
      of
      any underwriters, dealers or agents and any discounts, commissions and other
      terms constituting compensation from the selling stockholders and any other
      required information.

    


    In
      connection with distributions of the selling stockholders' shares, or otherwise,
      the selling stockholders may enter into hedging transactions with broker-dealers
      or others prior to or after the effective time of the
      arrangement.  These broker-dealers may engage in short sales of shares
      or other transactions in the course of hedging the positions assumed by them
      or
      otherwise.  The selling stockholders may also:

    


    o    sell
      shares short and redeliver shares to close out short positions,

    


    
      	
               

            	
              o    enter
                into option or other transactions with broker-dealers or others that
                may
                involve the delivery to those persons the shares, and broker-dealers
                may
                resell those shares pursuant to this prospectus,
                and

            


    

    


    
      	
               

            	
              o    pledge
                the shares to a broker-dealer or others and, upon a default, these
                persons
                may effect sales of the shares pursuant to this
                prospectus.

            


    

    


    We
      have
      advised the selling stockholders that open positions in shares of common stock
      covered by this prospectus prior to the registration statement, of which this
      prospectus is a part, being declared effective by the U.S. Securities and
      Exchange Commission may constitute a violation of Section 5 of the Securities
      Act of 1933.  Each selling stockholders advised us that it did not
      have an open position in the common stock covered by this prospectus at the
      time
      of its response to our inquiry.

    


    In
      order
      to comply with securities laws of some states, if applicable, the shares of
      our
      common stock may be sold only through registered or licensed
      broker-dealers.  In addition, in some states the common stock may not
      be sold unless it has been registered or qualified for sale or an exemption
      from
      registration or qualification requirements is available and complied
      with.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    The
      selling stockholders will be subject to applicable provisions of the Securities
      Exchange Act of 1934 and its rules and regulations, including without
      limitation, Rule 102 under Regulation M.  We have advised the selling
      stockholders that the anti-manipulative provisions of Regulation M under the
      Securities Exchange Act of 1934 may apply to their sales in the market and
      have
      informed them that they must deliver copies of this prospectus.  We
      are not aware, as of the date of this prospectus, of any agreements between
      any
      of the selling stockholders and any broker-dealers with respect to the sale
      of
      the shares of common stock covered by this prospectus.  These
      provisions may limit the timing of purchases and sales of our common stock
      by
      the selling stockholders.  All of the above may affect the
      marketability of our common stock.

    


    The
      selling stockholders may offer all of the shares of our common stock for sale
      immediately.  Because it is possible that a significant number of
      shares could be sold at the same time under this prospectus, these sales, or
      that possibility, may have a depressive effect on the market price of our common
      stock.

    


    We
      will
      receive none of the proceeds from the sale of the shares of common stock by
      the
      selling stockholders, except upon exercise of warrants presently
      outstanding.

    


    We
      will
      pay all costs and expenses incurred in connection with the registration under
      the Securities Act of 1933 of the shares of common stock offered by the selling
      stockholders, including all registration and filing fees, listing fees, printing
      expenses, and our legal and accounting fees.  Each selling stockholder
      will pay all of its own brokerage fees and commissions, if any, incurred in
      connection with the sale of its shares of common stock.  In addition,
      we have agreed to indemnify the selling stockholders against certain
      liabilities, including liabilities under the Securities Act of
      1933.

    


    We
      cannot
      assure you, however, that any of the selling stockholders will sell any or
      all
      of the shares of common stock they may offer.