regrightsag09272007.htm


    Registration
      Rights Agreement

     

    This
      Registration Rights Agreement (the “Agreement”) is made as of
      the date set forth below between Symbollon Pharmaceuticals, Inc., a Delaware
      corporation (the “Company”) and the investors identified on the
      signature page hereto (“Holders”).  Capitalized terms
      used and not defined herein shall have the respective meanings ascribed to
      them
      in the Securities Purchase Agreement dated as of the date hereof by and between
      the Company and the Holders (the “Purchase
      Agreement”).

     

    RECITALS

     

    WHEREAS,
      subject to the terms and conditions of the Purchase Agreement, the Company
      has
      sold and issued to the Holders and the Holders have purchased from the Company
      1,071,429 shares (the “Shares”) of the common stock of the
      Company, $0.001 par value per share (the “Common Stock”) and
      warrants (the “Warrants”) to purchase up to 1,071,429 shares of
      Common Stock (the “Warrant Shares” and together with the Common
      Stock and Warrants, the “Securities”), to the Holders in a
      private placement (the “Offering”).

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1.  Registration
      Procedures and Expenses.  The Company shall:

     

    (a)  subject
      to receipt of reasonably necessary information from the holder or holders as
      the
      case may be, from time to time, of the Registrable Securities (as defined below)
      (the “Holder” or “Holders”), prepare and file with the Securities and Exchange
      Commission (“SEC”), within sixty (60) days after the Closing
      Date (the “Required Filing Date”), a Registration Statement on
      Form  SB-2 (except if the Company is not then eligible to register on
      Form SB-2, in which case such registration shall be on another appropriate
      form
      in accordance herewith) (collectively, together with any registration statement
      filed pursuant to clause (b) below, the “Registration
      Statements”) to enable the resale by the Holders from time to time of
      (x) the Shares issuable, (y) the Warrant Shares issuable and (z) the shares
      of
      Common Stock issued or issuable upon any stock split, dividend or other
      distribution, recapitalization or similar event with respect to the foregoing
      (collectively, the “Registrable Securities”);

     

    (b)  use
      its
      best efforts, subject to receipt of necessary information from each Holder,
      to
      cause each Registration Statement to become effective as soon as practicable,
      but in no event later than one hundred twenty (120) days after the applicable
      Required Filing Date;

     

    (c)  use
      its
      best efforts to prepare and file with the SEC such amendments and supplements
      to
      the Registration Statements and the Prospectus as may be necessary to keep
      each
      Registration Statement current and effective for a period ending on the earlier
      of (1) the second anniversary of the Closing, (2) the date on which the Holders
      may sell Registrable Securities pursuant to paragraph (k) of Rule 144 under
      the
      Securities Act or any successor rule (“Rule 144”) or (3) such
      time as all Registrable Securities purchased by such Holder in the Offering
      have
      been sold pursuant to a registration statement or Rule 144 (the
“Effectiveness Period”), and to notify each Holder promptly
      upon each Registration Statement and each post-effective amendment thereto,
      being declared effective by the SEC;

     

    (d)  furnish
      to any Holder such number of copies of the Registration Statements and the
      Prospectuses (including supplemental prospectuses) as the Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of all or any of the Registrable Securities by the Holder;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e)  file
      documents required of the Company for normal blue sky clearance in states
      specified in writing by any Holder; provided, however, that the Company shall
      not be required to qualify to do business or consent to service of process
      in
      any jurisdiction in which it is not now so qualified or has not so
      consented;

     

    (f)  bear
      all
      expenses (other than underwriting discounts and commissions, if any) in
      connection with the procedures in paragraph (a) through (e) of this Section
      1
      and the registration of the Registrable Securities pursuant to the Registration
      Statements;

     

    (g)  advise
      the Holders, promptly after it shall receive notice or obtain knowledge of
      the
      issuance of any stop order by the SEC delaying or suspending the effectiveness
      of each Registration Statement or of the initiation of any proceeding for that
      purpose; and it will promptly use its commercially reasonable efforts to prevent
      the issuance of any stop order or to obtain its withdrawal at the earliest
      possible moment if such stop order should be issued; and

     

    (h)  with
      a
      view to making available to the Holders the benefits of Rule 144 and any other
      rule or regulation of the SEC that may at any time permit the Holders to sell
      Registrable Securities to the public without registration, the Company covenants
      and agrees to use its commercially reasonable efforts to: (i) make and keep
      public information available, as those terms are understood and defined in
      Rule
      144, until the earlier of (A) such date as all of the Holder’s Registrable
      Securities may be resold pursuant to Rule 144(k) or any other rule of similar
      effect or (B) such date as all of the Holders’ Registrable Securities shall have
      been resold; (ii) file with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and under the
      Exchange Act; and (iii) furnish to each Holder, (A) a written statement by
      the Company that it has complied with the reporting requirements of the
      Securities Act and the Exchange Act, (B) a copy of the Company’s most recent
      Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such
      other information as may be reasonably requested in order to avail the Holder
      of
      any rule or regulation of the SEC that permits the selling of any such
      Registrable Securities without registration.

     

    It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Section 1 that each Holder shall furnish to the Company a
      completed Questionnaire in the form attached hereto as Exhibit
      A.

     

    The
      Company understands that each Holder disclaims being an underwriter, but
      acknowledges that a determination by the SEC that the Holder is deemed an
      underwriter shall not relieve the Company of any obligations it has
      hereunder.

     

    2.  Transfer
      of Registrable Securities After Registration; Suspension.

     

    (a)  Each
      Holder agrees that it will not effect any Disposition of the Securities that
      would constitute a sale within the meaning of the Securities Act other than
      in
      transactions exempt from the registration requirements of the Securities Act
      or
      as contemplated in any Registration Statement and as described below, and that
      it will promptly notify the Company of any material changes in the information
      set forth in the Registration Statements regarding the Holder or its plan of
      distribution.

     

    
      
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    (b)  Except
      in
      the event that paragraph (c) below applies, the Company shall: (i) if deemed
      necessary by the Company, prepare and file from time to time with the SEC a
      post-effective amendment to each Registration Statement or a supplement to
      the
      related Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that such
      Registration Statement will not contain an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and so that, as thereafter delivered
      to purchasers of the Registrable Securities being sold thereunder, such
      Prospectus will not contain an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading; (ii) provide the Holders copies of any documents filed pursuant
      to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests
      that the Company has complied with its obligations in Section 2(b)(i) (or that,
      if the Company has filed a post-effective amendment to any Registration
      Statement which has not yet been declared effective, the Company will notify
      the
      Holder to that effect, will use its best efforts to secure the effectiveness
      of
      such post-effective amendment as promptly as possible and will promptly notify
      the Holder pursuant to Section 2(b)(i) hereof when the amendment has become
      effective).

     

    (c)  Subject
      to paragraph (d) below, in the event: (i) of any request by the SEC or any
      other
      federal or state governmental authority during the period of effectiveness
      of
      any Registration Statement for amendments or supplements to the Registration
      Statement or related Prospectus or for additional information; (ii) of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of any Registration Statement or the
      initiation of any proceedings for that purpose; (iii) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction or the initiation of any proceeding for such purpose; or (iv)
      of any event or circumstance which necessitates the making of any changes in
      any
      Registration Statement or Prospectus, or any document incorporated or deemed
      to
      be incorporated therein by reference, so that, in the case of the Registration
      Statement, it will not contain any untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and that in the case of the Prospectus,
      it
      will not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; then the Company shall promptly deliver a certificate in writing
      to
      the Holders (the “Suspension Notice”) to the effect of the
      foregoing and, upon receipt of such Suspension Notice, the Holders will refrain
      from selling any Registrable Securities pursuant to the Registration Statement
      (a “Suspension”) until the Holders are advised in writing by
      the Company that the current Prospectus may be used, and has received copies
      of
      any additional or supplemental filings that are incorporated or deemed
      incorporated by reference in any such Prospectus.  In the event of any
      Suspension, the Company will use its reasonable best efforts to cause the use
      of
      the Prospectus so suspended to be resumed as soon as reasonably practicable
      after delivery of a Suspension Notice to the Holders.  In addition to
      and without limiting any other remedies (including, without limitation, at
      law
      or at equity) available to the Holders, the Holders shall be entitled to
      specific performance in the event that the Company fails to comply with the
      provisions of this Section 2(c).  The Holders covenant that from the
      date hereof they will maintain in confidence the receipt and content of any
      Suspension Notice provided in accordance with this paragraph (c) in
      accordance with and subject to Section 4.6 of Annex I to the Securities Purchase
      Agreement.

     

    (d)  Notwithstanding
      the foregoing paragraphs of this Section 2, the Company shall use its
      commercially reasonable efforts to ensure that any Suspension shall not exceed
      thirty (30) days.

     

    
      
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    (e)  If
      a
      Suspension is not then in effect, the Holders may sell Registrable Securities
      under each Registration Statement, provided that they comply with any applicable
      prospectus delivery requirements.  Upon receipt of a request therefor,
      the Company will provide an adequate number of current Prospectuses to each
      Holder and to any other parties requiring such Prospectuses.

     

    (f)  In
      the
      event of a sale of Registrable Securities by a Holder, unless such requirement
      is waived by the Company in writing, the Holder must also deliver to the
      Company’s transfer agent, with a copy to the Company, a Certificate of
      Subsequent Sale substantially in the form attached hereto as Exhibit A,
      so that the Registrable Securities may be properly transferred.

     

    (g)  The
      Company agrees that it shall, immediately prior to each Registration Statement
      being declared effective, deliver to its transfer agent an opinion letter of
      counsel, opining that at any time the Registration Statement is effective,
      the
      transfer agent shall issue, in connection with the sale of the Registrable
      Securities, certificates representing such Registrable Securities without
      restrictive legend, provided the Registrable Securities are to be sold pursuant
      to the Prospectus contained in the Registration Statement and the transfer
      agent
      receives a Certificate of Subsequent Sale in the form attached hereto as
Exhibit B.  Upon receipt of such opinion, the Company shall
      cause the transfer agent to confirm, for the benefit of the Holder, that no
      further opinion of counsel is required at the time of transfer in order to
      issue
      such Registrable Securities without restrictive legend.

     

    The
      Company shall cause its transfer agent to issue a certificate without any
      restrictive legend to a purchaser of any Registrable Securities from the Holder,
      if (a) the sale of such Registrable Securities is registered under the
      applicable Registration Statement (including registration pursuant to Rule
      415
      under the Securities Act) and a Holder has delivered a Certificate of Subsequent
      Sale to the Transfer Agent; (b) the Holder has provided the Company with an
      opinion of counsel, in form, substance and scope customary for opinions of
      counsel in comparable transactions, to the effect that a public sale or transfer
      of such Registrable Securities may be made without registration under the
      Securities Act; or (c) such Registrable Securities are sold in compliance with
      Rule 144 under the Securities Act.  In addition, the Company shall, at
      the request of a Holder, remove the restrictive legend from any Registrable
      Securities held by the Holder following the expiration of the holding period
      required by Rule 144(k) under the Securities Act (or any successor
      rule).

    


    3.  Indemnification.  For
      the purpose of this Section 3:

     

    (a)  the
      term
“Selling Shareholder” shall mean each Holder and each person,
      if any, who controls the Holder within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act;

     

    (b)  the
      term
“Registration Statement” shall include any final Prospectus,
      exhibit, supplement or amendment included in or relating to, and any document
      incorporated by reference in, the applicable Registration Statement (or deemed
      to be a part thereof) referred to in Section 1; and

     

    (c)  the
      term
“untrue statement” shall mean any untrue statement or alleged
      untrue statement, or any omission or alleged omission to state in the applicable
      Registration Statement a material fact required to be stated therein or
      necessary to make the statements therein, not misleading.

     

    
      
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    (d)  (i)           The
      Company agrees to indemnify and hold harmless each Selling Shareholder from
      and
      against any losses, claims, damages or liabilities to which such Selling
      Shareholder may become subject (under the Securities Act or otherwise) insofar
      as such losses, claims, damages or liabilities (or actions or proceedings in
      respect thereof) arise out of, or are based upon (i) any untrue statement of
      a
      material fact contained in any Registration Statement, (ii) any inaccuracy
      in
      the representations and warranties of the Company contained in the Agreement
      or
      the failure of the Company to perform its obligations hereunder or (iii) any
      failure by the Company to fulfill any undertaking included in any Registration
      Statement, and the Company will reimburse such Selling Shareholder for any
      reasonable legal expense or other actual accountable out of pocket expenses
      reasonably incurred in investigating, defending or preparing to defend any
      such
      action, proceeding or claim; provided, however, that the Company shall not
      be
      liable in any such case to the extent that such loss, claim, damage or liability
      arises out of, or is based upon, an untrue statement made in such Registration
      Statement in reliance upon and in conformity with written information furnished
      to the Company by or on behalf of such Selling Shareholder specifically for
      use
      in preparation of the applicable Registration Statement, or any inaccuracy
      in
      representations made by such Selling Shareholder in the Holder Questionnaire
      or
      the failure of such Selling Shareholder to comply with its covenants and
      agreements contained in Sections 4.1, 4.2, 4.3, 4.4 of the Securities Purchase
      Agreement or Section 2 hereof or any statement or omission in any Prospectus
      that is corrected in any subsequent Prospectus that was delivered to the Selling
      Shareholder prior to the pertinent sale or sales by the Selling
      Shareholder.

     

    (ii)  Each
      Holder agrees to indemnify and hold harmless the Company (and each person,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act, each officer of the Company who signs any Registration Statement and each
      director of the Company) from and against any losses, claims, damages or
      liabilities to which the Company (or any such officer, director or controlling
      person) may become subject (under the Securities Act or otherwise), insofar
      as
      such losses, claims, damages or liabilities (or actions or proceedings in
      respect thereof) arise out of, or are based upon, (i) any failure to comply
      with
      the covenants and agreements contained in Sections 4.1, 4.2, 4.3, 4.4 of the
      Securities Purchase Agreement or Section 2 hereof, or (ii) any untrue statement
      of a material fact contained in the Registration Statement if, and only if,
      such
      untrue statement was made in reliance upon and in conformity with written
      information furnished by or on behalf of the Holder specifically for use in
      preparation of the Registration Statement, and the Holder will reimburse the
      Company (or such officer, director or controlling person), as the case may
      be,
      for any reasonable legal expense or other actual accountable out-of-pocket
      expenses reasonably incurred in investigating, defending or preparing to defend
      any such action, proceeding or claim.  The obligation to indemnify
      shall be limited to the net amount of the proceeds received by a Holder from
      the
      sale of the Registrable Securities pursuant to the applicable Registration
      Statement.

     

    (iii)  Promptly
      after receipt by any indemnified person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 3, such indemnified person shall
      notify the indemnifying person in writing of such claim or of the commencement
      of such action, but the omission to so notify the indemnifying party will not
      relieve it from any liability which it may have to any indemnified party under
      this Section 3 (except to the extent that such omission materially and adversely
      affects the indemnifying party’s ability to defend such action) or from any
      liability otherwise than under this Section 3.  Subject to the
      provisions hereinafter stated, in case any such action shall be brought against
      an indemnified person, the indemnifying person shall be entitled to participate
      therein, and, to the extent that it shall elect by written notice delivered
      to
      the indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, shall be entitled to assume the defense thereof, with counsel
      reasonably satisfactory to such indemnified person.  After notice from
      the indemnifying person to such indemnified person of its election to assume
      the
      defense thereof (unless it has failed to assume the defense thereof and appoint
      counsel reasonably satisfactory to the indemnified party), such indemnifying
      person shall not be liable to such indemnified person for any legal expenses
      subsequently incurred by such indemnified person in connection with the defense
      thereof; provided, however, that if there exists or shall exist a conflict
      of
      interest that would make it inappropriate, in the reasonable opinion of counsel
      to the indemnified person, for the same counsel to represent both the
      indemnified person and such indemnifying person or any affiliate or associate
      thereof, the indemnified person shall be entitled to retain its own counsel
      at
      the expense of such indemnifying person; provided, however, that no indemnifying
      person shall be responsible for the fees and expenses of more than one separate
      counsel (together with appropriate local counsel) for all indemnified
      parties.  In no event shall any indemnifying person be liable in
      respect of any amounts paid in settlement of any action unless the indemnifying
      person shall have approved the terms of such settlement; provided that such
      consent shall not be unreasonably withheld.  No indemnifying person
      shall, without the prior written consent of the indemnified person, effect
      any
      settlement of any pending or threatened proceeding in respect of which any
      indemnified person is or could reasonably have been a party and indemnification
      could have been sought hereunder by such indemnified person, unless such
      settlement includes an unconditional release of such indemnified person from
      all
      liability on claims that are the subject matter of such proceeding.

     

    
      
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    (iv)  If
      the
      indemnification provided for in this Section 3 is unavailable to or insufficient
      to hold harmless an indemnified party under paragraphs 3(d)(i) or 3(d)(ii)
      above
      in respect of any losses, claims, damages or liabilities (or actions or
      proceedings in respect thereof) referred to therein, then each indemnifying
      party shall contribute to the amount paid or payable by such indemnified party
      as a result of such losses, claims, damages or liabilities (or actions in
      respect thereof) in such proportion as is appropriate to reflect the relative
      fault of the Company on the one hand and a Holder on the other in connection
      with the statements or omissions or other matters which resulted in such losses,
      claims, damages or liabilities (or actions in respect thereof), as well as
      any
      other relevant equitable considerations.  The relative fault shall be
      determined by reference to, among other things, in the case of an untrue
      statement, whether the untrue statement relates to information supplied by
      the
      Company on the one hand or the Holder on the other and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such untrue statement.  The Company and the Holder agree that it would
      not be just and equitable if contribution pursuant to this subsection (d) were
      determined by pro rata allocation (even if the Holders were treated as one
      entity for such purpose) or by any other method of allocation which does not
      take into account the equitable considerations referred to above in this
      subsection (d).  The amount paid or payable by an indemnified party as
      a result of the losses, claims, damages or liabilities (or actions in respect
      thereof) referred to above in this subsection (d) shall be deemed to include
      any
      legal or other expenses reasonably incurred by such indemnified party in
      connection with investigating or defending any such action or
      claim.  Notwithstanding the provisions of this subsection (d), the
      Holder shall not be required to contribute any amount in excess of the amount
      by
      which the gross amount received by the Holder from the sale of the Registrable
      Securities to which such loss relates exceeds the amount of any damages which
      the Holder has otherwise been required to pay by reason of such untrue
      statement.  No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.  Each Holder’s obligations in this subsection to
      contribute are several in proportion to their sales of Registrable Securities
      to
      which such loss relates and not joint.

     

    The
      parties to this Agreement hereby acknowledge that they are sophisticated
      business persons who were represented by counsel during the negotiations
      regarding the provisions hereof including, without limitation, the provisions
      of
      this Section 3, and are fully informed regarding said
      provisions.  They further acknowledge that the provisions of this
      Section 3 fairly allocate the risks in light of the ability of the parties
      to
      investigate the Company and its business in order to assure that adequate
      disclosure is made in each Registration Statement as required by the Securities
      Act and the Exchange Act.

     

    4.  Termination
      of Conditions and Obligations.  The conditions precedent
      imposed by  Section 4 of the Securities Purchase Agreement or this
      Section 4 upon the transferability of the Registrable Securities shall cease
      and
      terminate as to any particular number of the Registrable Securities when such
      Registrable Securities shall have been effectively registered under the
      Securities Act and sold or otherwise disposed of in accordance with the intended
      method of disposition set forth in the Registration Statement covering such
      Registrable Securities or at such time as an opinion of counsel satisfactory
      to
      the Company shall have been rendered to the effect that such conditions are
      not
      necessary in order to comply with the Securities Act.

     

    
      
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    5.  Information
      Available.  So long as any Registration Statement is
      effective covering the resale of Registrable Securities owned by a Holder,
      the
      Company will furnish (or, to the extent such information is available
      electronically through the Company’s filings with the SEC, the Company will make
      available) to the Holder:

     

    (a)  as
      soon
      as practicable after it is available, one copy of (i) its Annual Report to
      Shareholders (which Annual Report shall contain financial statements audited
      in
      accordance with generally accepted accounting principles by an independent
      registered public accounting firm, and (ii) if not included in substance in
      the
      Annual Report to Shareholders, its Annual Report on Form 10-KSB (the foregoing,
      in each case, excluding exhibits);

     

    (b)  upon
      the
      reasonable request of the Holder, all exhibits excluded by the parenthetical
      to
      subsection (a)(ii) of this Section 5 as filed with the SEC and all other
      information that is made available to shareholders; and

     

    (c)  upon
      the
      reasonable request of the Holder, an adequate number of copies of the
      Prospectuses to supply to any other party requiring such Prospectuses; and
      the
      Company, upon the reasonable request of the Holder, will meet with the Holder
      or
      a representative thereof at the Company’s headquarters during the Company’s
      normal business hours to discuss all information relevant for disclosure in
      the
      Registration Statement covering the Registrable Securities and will otherwise
      reasonably cooperate with the Holder conducting an investigation for the purpose
      of reducing or eliminating the Holder’s exposure to liability under the
      Securities Act, including the reasonable production of information at the
      Company’s headquarters; provided, that the Company shall not be required to
      disclose any confidential information to or meet at its headquarters with the
      Holder until and unless the Holder shall have entered into a confidentiality
      agreement, in form and substance reasonably satisfactory to the Company, with
      the Company with respect thereto.

     

    6.  Piggy-Back
      Registrations.

     

    (a)           If
      at any time during the Effectiveness Period there is not an effective
      Registration Statement covering all of the Registrable Securities and the
      Company shall determine to prepare and file with the Commission a registration
      statement relating to an offering for its own account or the account of others
      under the Securities Act of any of its equity securities, other than on Form
      S-4
      or Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any acquisition of any entity or business or equity securities issuable in
      connection with the stock option or other employee benefit plans, then the
      Company shall give prompt written notice to all Holders of Registrable
      Securities of its intention to do so and of such Holders’ rights under this
      Section 6.  Upon the written request of any such Holder made within 15
      days after the receipt of any such notice (which request shall specify the
      Registrable Securities intended to be disposed of by such Holder), the Company
      will use its best efforts to effect the registration under the Securities Act
      of
      all Registrable Securities which the Company has been so requested to register
      by the Holders thereof, to the extent requisite to permit the disposition of
      the
      Registrable Securities to be so registered; provided that (i) if, at any
      time after giving written notice of its intention to register any securities
      and
      prior to the effective date of the registration statement filed in connection
      with such registration, the Company shall determine for any reason not to
      proceed with the proposed registration of the securities to be sold by it,
      the
      Company may, at its election, give written notice of such determination to
      each
      Holder of Registrable Securities and, thereupon, shall be relieved of its
      obligation to register any Registrable Securities in connection with such
      registration (but not from its obligation to pay the registration expenses
      in
      connection therewith), and (ii) if such registration involves an underwritten
      offering, all Holders of Registrable Securities requesting to be included in
      the
      Company’s registration must sell their Registrable Securities to the
      underwriters selected by the Company on the same terms and conditions as apply
      to the Company, with such differences, including any with respect to
      indemnification and liability insurance, as may be customary or appropriate
      in
      combined primary and secondary offerings.  If a registration requested
      pursuant to this Section 6(a) involves an underwritten public offering, any
      Holder of Registrable Securities requesting to be included in such registration
      may elect, in writing prior to the effective date of the registration statement
      filed in connection with such registration, not to register such securities
      in
      connection with such registration.  The Company will pay all
      registration expenses in connection with each registration of Registrable
      Securities.

     

    
      
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    (b)           If
      a registration pursuant to this Section 6 involves an underwritten offering
      and
      the managing underwriter advises the Company in writing that, in its opinion,
      the number of securities requested to be included in such registration exceeds
      the number which can be sold in such offering, so as to be likely to have an
      adverse effect on the price, timing or distribution of the securities offered
      in
      such offering as contemplated by the Company (other than the Registrable
      Securities), then the Company will include in such registration (i) first,
      100%
      of the securities the Company proposes to sell and (ii) second, to the extent
      of
      the number of Registrable Securities requested to be included in such
      registration pursuant to this Section 6 which, in the opinion of such managing
      underwriter, can be sold without having the adverse effect referred to above,
      the number of Registrable Securities which the Holders have requested to be
      included in such registration, such amount to be allocated pro rata among all
      requesting Holders on the basis of the relative number of shares of Registrable
      Securities then held by each such Holder (provided that any shares thereby
      allocated to any such Holder that exceed such Holder’s request will be
      reallocated among the remaining requesting Holders in like manner).

    


    7.  Limits
      on Additional Issuances.  Except for the issuance of stock
      options under the Company’s stock option plans, the issuance of common stock
      under the Company’s employee stock purchase plan or upon exercise of
      outstanding options and warrants and the offering contemplated hereby, the
      Company will not, for a period of six (6) months following the Closing Date,
      offer for sale or sell any securities unless, in the opinion of the Company’s
      counsel, such offer or sale does not jeopardize the availability of exemptions
      from the registration and qualification requirements under applicable securities
      laws with respect to the Offering.  The foregoing shall not apply to
      securities issued in connection with any acquisition, including by way of
      merger, or purchase of stock or all or substantially all of the assets of any
      third party.  Except for the issuance of stock options under the
      Company’s stock option plans, the issuance of common stock under the Company’s
      employee stock purchase plan or upon exercise of outstanding options and
      warrants, the issuance of common stock purchase warrants, and the offering
      contemplated hereby, the Company has not engaged in any such offering during
      the
      six (6) months prior to the date of this agreement.  The foregoing
      provisions shall not prevent the Company from filing a “shelf” registration
      statement pursuant to Rule 415 under the Securities Act, but the foregoing
      provisions shall apply to any sale of securities thereunder.

     

    8.  Notices.  All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be delivered (A) if within the United States, by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if from outside the United
      States, by International Federal Express (or comparable service) or facsimile,
      and shall be deemed given (i) if delivered by first-class registered or
      certified mail domestic, upon the Business Day received, (ii) if delivered
      by
      nationally recognized overnight carrier, one (1) Business Day after timely
      delivery to such carrier, (iii) if delivered by International Federal Express
      (or comparable service), two (2) Business Days after timely delivery to such
      carrier, (iv) if delivered by facsimile, upon electric confirmation of receipt
      and shall be addressed as follows, or to such other address or addresses as
      may
      have been furnished in writing by a party to another party pursuant to this
      paragraph:

     

    
      
        8

      

      
         

        
          

        

      

      
         

      

    

     

    (a)  if
      to the
      Company, to:

     

    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring
      Drive

    Framingham,
      MA 01702

    Attention: President

    Telephone:(508)
      620-7676

    


    with
      a
      copy to:

    


    Friedman
      Kaplan Seiler & Adelman LLP

    1633
      Broadway (46th
      Floor)

    New
      York, NY 10019

    Attn:                          Norman
      Alpert, Esq.

    Telephone:                          (212)
      833-1113

    


    (b)  if
      to a
      Holder, at its address on the signature page to the Stock Purchase
      Agreement.

     

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

     

    10.  Successors
      and Assigns.  This Agreement shall be binding upon and inure
      to the benefit of the parties and their successors and permitted
      assigns.  No party may assign this Agreement or any rights or
      obligations hereunder without the prior written consent of the other; provided,
      however, that Holder may assign all or any of its rights and obligations
      hereunder to any affiliate of Holder that is controlled, directly or indirectly,
      by Renaissance Capital Group, Inc. (any such assignment by the Holder pursuant
      to the preceding proviso shall not, however, release or be deemed to release
      the
      Holder from its obligations hereunder, and the Holder shall remain liable for
      all such obligations).

     

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

     

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

     

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

     

    14.  Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     


    
      
              9

         

      

      
         

        
          

        

      

      
         

      

    


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

     

    


    
      	
              Dated
                as of September 27,
                2007

            	
              Renaissance
                US Growth Investment Trust PLC

            


    

     

    


     

    


     

    


     

    
      	
               

            	
              By:

            	 /s/ Russell Cleveland


    

     

          Russell
      Cleveland, President

          RENN
      Capital Group, Inc.,

          Investment
      Manager

    


    


     

    


     

    
      	
               

            	
              Address:

            


    

     

    
      	
               

            	
              c/o
                RENN Capital Group, Inc.

            


    

    
      	
               

            	
              8080
                N. Central Expressway

            


    

    
      	
               

            	
              Suite
                210-LB 59

            


    

    
      	
               

            	
              Dallas,
                TX 75206-1857

            


    

    
      	
               

            	
              Attention:
                Russell Cleveland

            


    

    


    


     

    


     

    SYMBOLLON
      PHARMACEUTICALS, INC.

     

    


     

    


     

    By:     
      /s/ Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


    


    


    


    


    


    


    


    [REGISTRATION
      RIGHTS AGREEMENT SIGNATURE PAGE]

    


    



    
      
        10

      

      
         

        
          

        

      

      
         

      

    


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

     

    


    
      	
              Dated
                as of September 27,
                2007

            	
              Renaissance
                Capital Growth & Income Fund III,
                Inc.

            


    

     

    


     

    


     

    


     

    
      	
               

            	
              By:

            	 /s/ Russell Cleveland


    

     

          Russell
      Cleveland, President

    


     

    


     

    
      	
               

            	
              Address:

            


    

     

    
      	
               

            	
              c/o
                RENN Capital Group, Inc.

            


    

    
      	
               

            	
              8080
                N. Central Expressway

            


    

    
      	
               

            	
              Suite
                210-LB 59

            


    

    
      	
               

            	
              Dallas,
                TX 75206-1857

            


    

    
      	
               

            	
              Attention:
                Russell Cleveland

            


    

    


    


     

    


     

    SYMBOLLON
      PHARMACEUTICALS, INC.

     

    


     

    


     

    By:       
      /s/ Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


    


    


    


    


    


    


    


    [REGISTRATION
      RIGHTS AGREEMENT SIGNATURE PAGE]

    


    



    
      
        11

      

      
         

        
          

        

      

      
         

      

    


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

     

    


    
      	
              Dated
                as of September 27,
                2007

            	
              Premier
                RENN US Emerging Growth Fund Ltd.

            


    

     

    


     

    


     

    


     

    
      	
               

            	
              By:

            	 /s/ Russell Cleveland


    

     

          Russell
      Cleveland, President

          RENN
      Capital Group, Inc.,

          Investment
      Adviser

    


     

    


     

    
      	
               

            	
              Address:

            


    

     

    
      	
               

            	
              c/o
                RENN Capital Group, Inc.

            


    

    
      	
               

            	
              8080
                N. Central Expressway

            


    

    
      	
               

            	
              Suite
                210-LB 59

            


    

    
      	
               

            	
              Dallas,
                TX 75206-1857

            


    

    
      	
               

            	
              Attention:
                Russell Cleveland

            


    

    


    


     

    


     

    SYMBOLLON
      PHARMACEUTICALS,INC.

     

    


     

    


     

    By:       
      /s/ Paul C. Desjourdy

    Paul
      C. Desjourdy

    President/CEO

    


    


    


    


    


    


    


    


    [REGISTRATION
      RIGHTS AGREEMENT SIGNATURE PAGE]

    


    


    



    
      
        12

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    Symbollon
      Pharmaceuticals, Inc.

    Selling
      Securityholder Questionnaire

     

    The
      undersigned beneficial owner of shares of Common Stock (including shares that
      may be acquired upon exercise of warrants) (the “Registrable
      Securities”) of Symbollon Pharmaceuticals, Inc. (the
“Company”) understands that the Company has filed or intends
      to
      file with the Securities and Exchange Commission a registration statement (the
      “Registration Statement”) for the registration and resale under
      the Securities Act of 1933, as amended (the “Securities Act”),
      of the Registrable Securities.  This Questionnaire is delivered
      pursuant to the terms of the Registration Rights Agreement, dated as of June
      __,
      2007 (the “Registration Rights Agreement”), among the Company
      and the Holders named therein.  A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below.  All capitalized terms not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus.  Accordingly,
      holders and beneficial owners of Registrable Securities 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 Registration Statement and
      the related prospectus.

     

    The
      undersigned beneficial owner (the “Selling Securityholder”) of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    
      	
               

            	
              1.

            	
              Name.

            


    

     

    
      	
               

            	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	
               

            	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	 
	 


    

    


    
      	
               

            	
              (c)

            	
              Full
                Legal Name of each Control Person (which means a natural person that
                directly or indirectly has power to vote or dispose of the securities
                covered by this Questionnaire):

            


    

     

    
      	 
	 


    

     

    
      
        A-1

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    
      	
               

            	
              2.  Address
                for Notices to Selling
                Securityholder:

            


    

     

    
      	 
	 
	 
	
              Telephone:

            
	
              Fax:

            
	
              Contact
                Person:

            


    

    


    
      	
               

            	
              3.  Beneficial
                Ownership of Registrable
                Securities:

            


    

     

    
      	
               

            	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

    


    
      	
               

            	
              4.  Broker-Dealer
                Status:

            


    

     

    
      	
               

            	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes           No

     

    
      	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	
               

            	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes           No

     

    
      	
               

            	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes           No

     

    
      	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	
               

            	
              5.  Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Securityholder.

            


    

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	
               

            	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    

     

    
      
        A-2

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              6.  Relationships
                with the Company:

            


    

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    
      	
               

            	
              State
                any exceptions here:

            


    

     

    
      	 
	 
	 


    

    


     

    7.           Claims
      against the Company:

     

    Except
      as set forth below, to the actual knowledge of the officers and directors or
      persons performing similar functions for the undersigned, neither the
      undersigned nor any of its Affiliates, officers, directors or principal equity
      holders (owners of 5% or more of the equity securities of the undersigned)
      has
      any claims against the Company, its directors, officers, agents and employees,
      and each Person who controls the Company (within the meaning of Section 15
      of
      the Securities Act and Section 20 of the Exchange Act) relating to the Company’s
      sale of Registrable Securities to the undersigned.

     

    State
      any
      exceptions here:

     

    ________________________________________________________________________________________________________________________________________________________________________________________________________________________

     

    


     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein (other than changes in beneficial ownership
      of Common Stock after the effectiveness of the Registration Statement) that
      may
      occur subsequent to the date hereof at any time prior to the effectiveness
      of
      the Registration Statement or while the Registration Statement remains
      effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers hereto and the inclusion of such information
      in
      the Registration Statement and the related prospectus and any amendments or
      supplements thereto.  The undersigned understands that such
      information will be relied upon by the Company in connection with the
      preparation or amendment of the Registration Statement and the related
      prospectus.

     

    
      
        A-3

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this
      Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    Dated:                                                      Beneficial
      Owner:                                                                         

    
      	 


    

    


    By:                                                                         

    Name:

    Title:

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL
      BY OVERNIGHT MAIL, TO:

    


    Paul
      C. Desjourdy

    Symbollon
      Pharmaceuticals, Inc.

    37
      Loring Drive

    Framingham,
      MA 01702

    Fax
      No. (508) 620-7111

     


    
      
              A-4

         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

     

    Symbollon
      Pharmaceuticals, Inc.

    CERTIFICATE
      OF SUBSEQUENT SALE

    


    [Transfer
      Agent]

    


    


    


     

    
      	
               

            	
              RE:

            	
              Sale
                of Securities of Common Stock of Symbollon Pharmaceuticals, Inc.
                (the
                “Company”) pursuant to the Company’s Prospectus dated
                _______________, 2007 (the
                “Prospectus”)

            


    

     

    Dear
      Sir/Madam:

     

    The
      undersigned hereby certifies, in connection with the sale of shares of Common
      Stock of the Company included in the table of Selling Shareholders in the
      Prospectus, that the undersigned has sold the Shares pursuant to the Prospectus
      and in a manner described under the caption “Plan of Distribution” in the
      Prospectus and that such sale complies with all applicable securities laws,
      including, without limitation, the Prospectus delivery requirements of the
      Securities Act of 1933, as amended.

     

    Selling
      Shareholder (the beneficial
      owner):                                                                                                                                

     

    Record
      Holder (e.g., if held in name of
      nominee):                                                                                                                                

     

    Restricted
      Stock Certificate
      No.(s):                                                                                                                                

     

    Number
      of
      Shares
      Sold:                                                                                                                                

     

    Date
      of
      Sale:                                                                                                                                

     

    In
      the
      event that you receive a stock certificate(s) representing more shares of Common
      Stock than have been sold by the undersigned, then you should return to the
      undersigned a newly issued certificate for such excess shares in the name of
      the
      Record Holder and BEARING A RESTRICTIVE LEGEND.  Further, you should
      place a stop transfer on your records with regard to such
      certificate.

     

    Dated:                                                                                      Very
      truly yours,

     

    By:                                                                

     

    Print
      Name:                                                                

     

    Title:                                                                

     

    


    



    
      
              B-1