Common use of SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER Clause in Contracts

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 $3.20 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 deliv-ery of this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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 sub-stantial funds in addition to the proceeds of this private place-ment, (ii) an investment in the Company is highly speculative and only inves-tors 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 disposi-tion, 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 Ques-tion-naire, and that he is able to bear the economic risk of an investment in the Securities. 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 evalu-ate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative nature of this invest-ment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents"), and hereby rep-resents 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 docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional 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 Com-pany's repre-sentations that this is intended to be a nonpublic offering pur-suant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion 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 inten-tion. In this connection, the Subscriber under-stands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated under the Act requires, among other condi-tions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been regis-tered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 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 sub-scription and to close the offer at any time. 1.13 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 corpora-tion or other entity. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth in this Agreement and in the Confidential Private Placement Memorandum, dated April 8, 1999, as it may be supplemented and amended (the "Memorandum") with respect to the Offering, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units or fractions thereof set forth upon on the signature page hereof at a price equal to $3.20 3,000 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 or money order made payable to Symbollon Pharmaceuticals"Xxxxxx & Xxxxx LLP Escrow Agent, F/B/O Conversion Technologies International, Inc., " or (ii) wire transfer in accordance with the wire transfer instructions set forth aboveon Exhibit A hereto, contemporaneously with the execution and deliv-ery delivery of this Sub-scription Agreement. Certificates representing the Series B Preferred Stock purchased by each Subscriber will be delivered by the Company within ten (10) days following the consummation of the relevant Closing Date as set forth in Article III hereof. The Subscriber understands understands, however, that this pur-chase purchase of Securities Units is contin-gent contingent upon (i) the Company acceptance making sales of a minimum of five hundred eighty (580) Units prior to the termination date of the subscription. This subscription is submitted to Offering, (ii) the Company obtaining the consent of the holders of 66.67% of the outstanding shares of Series A Preferred Stock (the "Requisite Supermajority") for the authorization and issuance of the Series B Preferred Stock comprising the Units offered hereby and (iii) the holders of a majority of the outstanding voting stock approving the Merger and related transactions (as defined 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 the Units involves a high degree of risk in that that: (i) the Company has incurred losses since inception, and, at June 30, 1998, had only limited operations, minimal revenues an accumulated deficit of $35,308,000 and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, placement to continue its plan of operations; (ii) an investment in the Company is highly speculative and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iii) he the Subscriber may not be able to liquidate his the Subscriber's investment; (iv) transferability of the Securities securities comprising the Units is extremely limited; and (v) in the event of a disposi-tiondisposition, an investor could sustain the loss of his the investor's entire investment.. Furthermore, the proceeds of this private placement are projected to last only a limited period of time. For a discussion of significant risks involved with an investment in the Units, see the Memorandum furnished by the Company to the Subscriber and the Company's Form 10-KSB for the year ended June 30, 1998 (the "Form 10-KSB") 1.3 The Subscriber represents that he the Subscriber 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 the Subscriber's responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber acknowledges that he the Subscriber has prior investment experience, including investment in non-listed and non-registered securities, or he the Subscriber 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 evalu-ate evaluate the merits and risks of such an investment in the Units on his the Subscriber's behalf, and that he the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentthe Subscriber's investment. 1.5 The Subscriber acknowledges receipt and careful review of this Agreement and all attachments hereto and the Memorandum (which includes certain Risks Factors relating to Memorandum, including the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005KSB, the Quarterly Report on Form 10-QSB for form of Certificate of Designation of Series B Preferred Stock and the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company other exhibits thereto (collectively, the "Offering Documents"), and . The Subscriber hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which he the Subscriber had requested or desired to know, that all docu-ments documents which could be reasonably provided have been made available for his inspec-tion the Subscriber's inspection and review; , and that such information and docu-ments documents have, in his the Subscriber's opinion, afforded the Subscriber with substantially all of the same infor-ma-tion information that would be provided him the Subscriber in a registra-tion registration statement filed under the Act; and that he the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offeringprivate placement, and any addi-tional additional information which he the Subscriber had requested. 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, 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. 1.6 The Subscriber hereby acknowledges that this Offering the private placement has not been reviewed by the United States Securities and Exchange Commission ("SEC") or any state regulatory authority, because of the Com-panyCompany's repre-sentations representations that this is intended to be a nonpublic offering pur-suant pursuant to Section Sections 3(b) or 4(2) of the Act. The Sub-xxxxxxx repre-sents Subscriber represents that the Securities Units are being purchased for his the Subscriber's own account, for investment and not for distribution or resale to others. The Subscriber agrees that he the Subscriber will not sell or other-wise otherwise transfer such securi-ties the securities comprising the Units unless they are registered under the Act or unless an exemp-tion exemption from such registration is available. 1.7 The Subscriber understands that the shares of Common Stock, securities comprising 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”), Units 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 the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion the Subscriber's representation merely meant that his the Subscriber's 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion representation or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ityavailability and that the Company is not presently in compliance with certain of such requirements. The Subscriber understands and hereby acknowledges that the Com-pany Company is under no obligation (and does not intend) obligations to register any of the Warrants under Units or any of the Act, and is under no obligation to register Securities comprising the Shares Units under the Act except or any state securities or "blue sky" laws other than as set forth in Article IV herein. V. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares Securities out of his the Subscriber's name only when his the Subscriber's 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")laws. The Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers and con-trolling per-sons controlling persons and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Subscriber contained herein or (including the Confidential Purchaser Questionnaire, contained in the Selling Securityholder Questionnaire and Accredited Investor Questionnaire or Article VII herein), (ii) any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of the Act or any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, applicable state securities or (ii) following any sale of such Shares pursuant to the Rule"blue sky" laws, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements any untrue statements of the Securities Act (including judicial interpretations and pronouncements issued a material fact made by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below Subscriber and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company Systemcontained herein. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 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 regis-tered registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 1.10 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his the Subscriber's 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 sub-scription subscription, to accept subscriptions for fractional Units, and to close the offer Offering to the Subscriber at any time. 1.13 1.11 The Subscriber hereby represents that the address of Subscriber furnished by him the Subscriber at the end of this Subscription Agreement is the undersigned's principal residence if he the Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 1.12 The Subscriber acknowledges that if he the Subscriber is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he the Subscriber 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 signa-ture signature page hereof. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory, and otherwise) to execute and deliver this Agreement and to purchase the Units and the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other entity, (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been fully authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.15 The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below. 1.16 The Subscriber acknowledges that at such time, if ever, as the Securities are registered, sales of the Securities will be subject to state securities laws, including those of the State of New Jersey which require any securities sold in New Jersey to be sold through a registered broker-dealer or in reliance upon an exemption from registration. 1.17 Subject to the proviso below, the Subscriber hereby represents agrees that from the date hereof and continuing for a period of nine (9) months (the "Lock-Up Period") from the effective date of the Shelf Registration Statement (as defined in Section 5.2 hereof), the Subscriber will not, without the prior written consent of the Company, offer, pledge, sell, contract to sell, grant any option for the sale, of, or otherwise dispose of, directly or indirectly, 75% of the Registrable Securities (as defined in Section 5.1) purchased or acquired by the Subscriber, provided, however, that, except following each three month period after the Effective Date, an amount of Registrable Securities equal to 25% of the number of Registrable Securities purchased or acquired by the Subscriber shall become exempt from the lock-up provisions contained in this sentence. For the sake of clarity, 25% of the Registrable Securities will not be subject to any lock-up. In addition, the Subscriber agrees that during the period from the date that the Subscriber was first contacted with respect to the potential purchase of Securities through the last date upon which the Subscriber holds any Securities or Registrable Securities, the Subscriber will not directly or indirectly, through related parties, affiliates or otherwise sell "short" or "short against the box" (as set forth those terms are generally understood) or otherwise engage in any "hedging" transactions with respect to any equity security of the Company; provided, however, that it shall not be a violation of this Section 1.17, if the Subscriber places a sell order for Registrable Securities prior to the conversion of the Series B Preferred Stock or at the time the conversion is requested, relies on the Company to deliver such Registrable Securities in accordance with Section 5.4(h) and completes the sale of such Registrable Securities before the Company delivers the Registrable Securities to the Subscriber. In addition, the Subscriber agrees that during any applicable Lock-Up Period it will not convert any of the Series B Preferred Stock with respect to which the underlying Registrable Securities are subject to such Lock-Up Period. 1.18 By tendering a subscription hereunder, the Subscriber, as a holder of Series A Convertible Preferred Stock of the Company, (i)consents to the authorization and issuance of all shares of Series B Preferred Stock comprising the Units offered in the Offering DocumentsOffering, no representations or warand (ii) covenants to deliver a written consent in the form provided in the Memorandum to approve a merger of the Company's wholly-ranties have been made to the Subscriber by the Company or any agent (includingowned subsidiary, without limitationCTI Subsidiary Corp., any placement agent or syndicate participant), employee or affiliate of with and into the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained (iii) an increase in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the authorized shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information Company to be delivered to prospective investors 175,000,000 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.merger..

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 such number of units, or fractions thereof, and the Company agrees to sell such Units to the Subscriber as is set forth upon on the signature page hereof at a price equal to $3.20 500,000 per Unit, and Unit (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"Offering Price") payable in U.S. funds. The purchase price is payable by (i) check personal or business check, wire transfer of immediately available funds or money order made payable to Symbollon Pharmaceuticals"State Street Bank and Trust Company, N.A., Escrow Agent, F/B/O Lakaro Biopharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, " contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. (Specific wire instructions are annexed to this Agreement as Exhibit A.) The Preferred Stock shall be delivered by the Company within ten (10) business days following the consummation of the offering as set forth in Article III-scription Agreementhereof. The Subscriber understands understands, however, that this pur-chase purchase of Securities Units is contin-gent contingent upon the Company acceptance company making sales of the subscription. This subscription is submitted minimum offering amount prior to the Company in accordance with and subject to Final Closing Date (as defined below) of the terms and conditions described in this Agreement and the Memorandumoffering. 1.2 The Subscriber recognizes that the purchase of Securities Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only limited operationsis a development stage business with no operating history, minimal revenues and requires sub-stantial ~ubstantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his investment; (ivd) transferability of the Securities is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his entire investment. Such risks are more fully set forth in the Confidential Private Placement Memorandum, dated November 18, 1999, and the exhibits thereto ' all of which constitute an integral part thereof furnished by the Company to the Subscriber (the "PPM"). 1.3 The Subscriber represents that he the Subscriber is an "accredited investor" as such term is in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), as indicated by his the Subscriber's responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has significant prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or neither traded on a national securities exchange nor on the National Association of Securities Dealers' (the "NASD") automated quotation system, or he the Subscriber has employed the services of an investment advisor, attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities Units and to evalu-ate assist the Subscriber in evaluating the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt from the Company and careful review by the Subscriber of (a) the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing)PPM including without limitation, the Company's Annual Report on Form 10-KSB for the year ended December 31section entitled "Risk Factors", 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")b) this Agreement, and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which he had that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, offering and has received any addi-tional additional information which he had that the Subscriber has requested. 1.6 (a) The Subscriber has relied solely upon the information provided by the Company in the PPM, in this Agreement and in other material, if any, provided by the Company in response to the Subscriber's request made pursuant to Section 1.6, above, in making the decision to invest in the Units. To the extent the Subscriber deems it to be necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Units hereunder. The Subscriber acknowledges and agrees that (i) the Company has prepared the PPM and that no other person, including without limitation, Paramount Capital, Inc. (the "Finder"), has supplied any information for inclusion in the PPM, (ii) the Finder has no responsibility for the accuracy or completeness of the PPM and (iii) the Subscriber has not relied upon the independent investigation or verification, if any, that may have been undertaken by the Finder. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Finder or the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, including the Finder, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission Conmission (the "SEC" or "Commission") nor any state, local or foreign regulatory authority because of the Com-pany's repre-sentations that this offering is intended to be a nonpublic offering pur-suant exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(2) of the Securities Act. The Sub-xxxxxxx repre-sents that , and/or Regulation D promulgated under the Securities are being purchased for his own account, for investment and not for distribution or resale to othersAct. The Subscriber agrees that he the Subscriber will not sell or other-wise otherwise transfer such securi-ties the Securities unless they are registered under the Securities Act or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act or any other law by reason of a claimed exemption under the provisions of the Securities Act which dependsand other laws that depend, in part, upon his the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities comprising the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber if an entity further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion merely meant that his present intention was to hold such securities for a short periodSecurities. THE SALE OF THESE SECURITIES SHALL BE VOIDABLE BY ANY FLORIDA RESIDENT WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH FLORIDA RESIDENT TO THE COMPANY OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH FLORIDA RESIDENT, such as the capital gains period of tax statutesWHICHEVER OCCURS LATER, for a deferred saleAS REQUIRED BY SECTION 517.061(11)(a)(5), for a market rise, assuming that a market develops, or for any other fixed period. The Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableFLORIDA STATUTES. 1.8 1.10 The Subscriber understands that there is no public market for the Units nor the Securities comprising the Units and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such securities Rule 144 (the "RuleRule 144") promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Units or any of the Securities comprising the Units under the Securities Act except or any state securities or "blue sky" laws other than as set forth in Article IV herein. V. The Subscriber consents that that, the Company mayCompany, if it desiresmay but is not obligated to do so, and accordingly, may permit the transfer of the Shares out of his name Securities only when his the request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the proposed sale nor the proposed transfer results in a the violation of the Securities Act or any other applicable state "state, local or foreign securities or blue sky" laws (collectively "Securities Laws")sky laws. The Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers officers, employees, affiliates, controlling persons and con-trolling per-sons agents (including the Finder and its officers, directors, employees, counsel, controlling persons and agents) and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of of, (a) any misrepresentation made by the Subscriber contained herein or in this Agreement (including the Selling Securityholder Questionnaire and Accredited Confidential Investor Questionnaire or contained in Article VII herein), (b) any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act or any applicable state securities or "blue sky" laws or (including judicial interpretations and pronouncements issued c) any untrue statement of a material fact made by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below Subscriber and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradablecontained herein. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any local, foreign or state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's 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 right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any time. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units and the Securities underlying the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. (If a Subscriber is an employee benefit plan, individual retirement amount, Xxxxx Plan or other tax-exempt entity, it may have special tax and ERISA considerations to take into account.) 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she 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 signa-ture page hereofin Section 7.4 below. 1.15 The 1.17 Subscriber acknowledges that the Finder will assist the Company in identifying potential investors for which it will receive certain compensation as described in the PPM. 1.18 In connection with any subsequent public offering of the Company's securities, the Subscriber hereby represents thatagrees to be subject to a lock-up for a period of sixty (60) days or such longer period following such public offering as required by the underwriter or underwriters of such public offering. During such "lock-up" periods, except as set forth in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company agrees not to directly or any agent (indirectly sell, offer to sell, contract to sell, including, without limitation, any placement agent "short" or syndicate participant"short against the box" (as those terms are generally understood), employee grant any option to purchase or affiliate otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on or derivative thereof held by it at any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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 paidtime during such period. 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.This

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 Shares for a price equal to $3.20 per Unit, 3,500,000 and the Company agrees to sell such number of Units Shares to the Subscriber 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 wire transfer payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth aboveCompany, contemporaneously with the execution and deliv-ery delivery of this Sub-scription Subscription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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 This Subscriber recognizes that the purchase of Securities Shares involves a high degree of risk in that (i) the Company has had only limited operations, minimal revenues not commenced operations and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, placement; (ii) an investment in the Company is highly speculative and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Company; (iii) he may not be able to liquidate his investment; (iv) transferability of the Securities Shares is extremely limited; and (v) in the event of a disposi-tiondisposition, 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 Ques-tion-naire, and that he is able to bear the economic risk of an investment . Such risks are more fully set forth in the Securities. 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 evalu-ate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative nature of this invest-ment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents"), and hereby rep-resents that he has been Term Sheet furnished by the Company during to the course of this transaction with all information regarding the Company which he had requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional information which he had requestedSubscriber. 1.6 1.3 The Subscriber hereby acknowledges that this Offering offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Com-panyCompany's repre-sentations representations that this is intended to be a nonpublic offering pur-suant pursuant to Section Sections 4(2) or 3(b) of the Act. The Sub-xxxxxxx repre-sents Subscriber represents that the Securities Shares 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 other-wise otherwise transfer such securi-ties securities unless they are registered under the Act or unless an exemp-tion and exemption from such registration is available. 1.7 1.4 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”), 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 inten-tionintention. In this connection, the Subscriber under-stands understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent represent a purchase with an intent inconsistent with his represen-ta-tion 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. 1.8 1.5 The Subscriber understands that there is no public market for the Shares. The Subscriber understands that even if a public market develops for the Common Stock, Rule 144 (the "Rule") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-two year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion representation or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ityavailability. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register the securities comprising the Shares under the Act except as Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the securities comprising 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")) and subject to the provisions of Section 1.9 hereof. The Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers and con-trolling per-sons controlling persons and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of any misrepresentation misrepresentations made by the Subscriber him contained herein or in the Selling Securityholder Questionnaire and Accredited Investor Questionnaire or any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of any Secu-ri-ties Securities Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 1.6 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities Shares stating that they have not been regis-tered registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 1.7 The Subscriber understands agrees to execute a lock-up agreement with the underwriter in connection with any IPO similar in duration and terms as that executed by the Founders (as defined below). The Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire and is hereby given authority by the undersigned use its best efforts to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed insure that the Company reserves the unrestricted right to reject or limit any subno Founder shall have its shares released from such lock-scription and to close the offer at any time. 1.13 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 corpora-tion or other entity. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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 up prior to the expiration release 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 shares 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 requestedFounder. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Offering Memorandum dated February 2005 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the "Memorandum"), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per share price equal to $2.00 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, "CST&T AAF AICI ESCROW ACCOUNT" contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to: NAME: Continental Stock Transfer & Trust Co. AAF AICI ESCROW ACCOUNT OR: CST&T AAF AICI ESCROW ACCOUNT BANK: JP Morgan Chase Bank ACCOUNT: 530-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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.058669 ABA: 021000021 1.2 The Subscriber recognizes that the purchase of Securities ox xxx Xxxts involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Warrants contained therein and Common Stock issuable upon exercise of the Warrants (defined below) (sometimes hereinafter collectively referred to as the "Securities") is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned "Risk Factors." 1.3 The Subscriber represents that he the Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), as indicated by his the Subscriber's responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the "NASD") automated quotation system ("NASDAQ"), or he the Subscriber has employed the services of an investment advisora "purchaser representative" (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingRisk Factors), the Company's Annual Report on Form 10-KSB for the year ended December 31including all exhibits thereto, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company any documents which may have been made available upon request as reflected therein (collectively, collectively referred to as the "Offering DocumentsMaterials"), ) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission (the "SEC") because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or "blue sky" laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or "blue sky" laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10 The Subscriber understands that there is no public market for the Common Stock and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (the "RuleRule 144") promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or "blue sky" laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable.V. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualixxxx to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she 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 signa-ture page hereofin Section 7.4 below. 1.15 1.17 The Subscriber hereby represents thatacknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth in required by law; provided, that the Offering Documents, no representations or war-ranties have been made to Company may use the name of the Subscriber by for any offering or in any registration statement filed pursuant to Article V in which the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate of Subscriber's shares are included. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in entering into violation of the Securities Act or any applicable state securities or "blue sky" laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this transaction, Agreement (including the Sub-xxxxxxx is not relying on any informa-tion, other than that Confidential Investor Questionnaire contained in the Offering Documents and the results of inde-pendent investigation Article VII herein) or any other document furnished by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing 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 Securitiesthis transaction.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 to Subscriber, as is payable set forth upon the signature page hereof against payment made by (i) check personal or business check, or money order made payable to Symbollon Pharmaceuticals"Xxxxx Fargo Bank" (the "Escrow Agent"), Inc., or (ii) wire transfer in accordance with F/B/O [Subscriber]," at the wire transfer instructions address set forth abovein Section 3.2, contemporaneously with the execution and deliv-ery delivery of this Sub-scription Agreement. Subscribers may also pay by wire transfer of immediately available funds to: Xxxxx Fargo Bank, NA San Francisco, CA ABA # 000000000 Credit: Corporate Trust Clearing Acct #0000000000 FCC: Gentium S.p.A. Subscription Esc Attn: Xxxxxx Xxxxx at 000-000-0000 [ ] [Subscriber] The Subscriber understands however, that this pur-chase of Securities is contin-gent upon Escrow Agent shall accept and hold in escrow all such funds so received by it in a special account established by the Company acceptance of pursuant to an escrow agreement attached hereto as Exhibit A (the subscription. This subscription is submitted to "Escrow Agreement") between the Company in accordance with and subject to the Escrow Agent. The Escrow Agent shall release all funds received from Subscribers under the terms and conditions described set forth in this Agreement the Escrow Agreement. The Notes and the MemorandumWarrants (in the form attached hereto), will be delivered by the Company within 10 days following the applicable Closing (as defined in Section 3.1 below) of the Offering as set forth in Article III hereof. 1.2 1.2. The Subscriber recognizes that the purchase of the Securities involves a high degree of risk in that including, but not limited to, the following: (i) the Company has had only limited operations, minimal revenues and requires sub-stantial funds in addition to the proceeds of this private place-ment, (ii) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iiiii) he the Subscriber may not be able to liquidate his his, her or its investment; (iviii) transferability of the Securities is extremely limited; and (viv) in the event of a disposi-tiondisposition of the Securities, an investor the Subscriber could sustain the loss of his his, her or its entire investment; (v) the risks described in the Private Placement Memorandum (as defined below); and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. 1.3 1.3. The Subscriber represents that he the Subscriber 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 the Subscriber's responses to the Accredited Investor Ques-tion-nairequestions contained in ARTICLE VI hereof. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides. In addition, the Subscriber represents that such Subscriber has adequate means of providing for the Subscriber's current financial needs and that he contingencies, is able to bear the substantial economic risk risks of an investment in the SecuritiesSecurities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. In addition, the Subscriber represents that on each date that the Subscriber exercises any portion of the Warrant or, if applicable, converts any portion of the Note, the Subscriber will be an "accredited investor." 1.4 1.4. The Subscriber hereby acknowledges and represents that he (i) the Subscriber has prior investment experience, including investment in securities which are non-listed and non-registered securitieslisted, unregistered and/or not traded on the Nasdaq National or SmallCap Market, a national stock exchange or on the National Association of Securities Dealers, Inc. (the "NASD") automated quotation system for actively traded stocks ("Nasdaq"), or he the Subscriber has employed the services of an investment advisor, attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities Units and to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (ii) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (iii) the Subscriber is able to bear the economic risk which the Subscriber hereby assumes. 1.5 1.5. The Subscriber hereby acknowledges receipt that it has been furnished with, or has had an opportunity to acquire and careful review carefully review, the Confidential Private Placement Memorandum describing the terms of the Memorandum Offering, dated September 3, 2004, as supplemented by the Amendments, dated October 1, 2004 and October 8, 2004 (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectivelytogether, the "Offering DocumentsPrivate Placement Memorandum"), and hereby rep-resents . The Subscriber further represents that he the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which he had the Subscriber, its investment advisor, attorney and/or accountant has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, and has received any addi-tional additional information which he had the Subscriber has requested. This Subscription Agreement, including the Note, the Warrant, the Investors' Rights Agreement and the Private Placement Memorandum are collectively referred to herein as the "Offering Documents." (a) The Subscriber has relied solely upon the information provided by the Company in making the decision to invest in the Units. The Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement, the Note, the Warrant, the Investors' Rights Agreement. The Subscriber has been furnished with and has carefully read the Offering Documents. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company or any other third party other than as set forth in the Offering Documents and the results of Subscriber's own independent investigation. To the extent necessary, the Subscriber has retained, at his/its sole expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. 1.6 (b) The Subscriber represents that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with, and who are not compensated by, the Company or any affiliate or selling agent of the Company, including the Maxim Group LLC and I-Bankers Securities, Inc. (collectively, the "Placement Agents"), or any selected dealers, directly or indirectly, has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. The Subscriber acknowledges that the Placement Agents are acting as placement agents for the Units being offered hereby and will be compensated by the Company for acting in such capacity. The Subscriber further acknowledges that the Placement Agents have acted solely as agents of the Company in connection with the offering of the Units by the Company, that the information and data provided to the Subscriber in connection with the transactions contemplated hereby have not been subjected to independent verification by the Placement Agents, and that the Placement Agents make no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. 1.8. The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission (the "SEC" or the "Commission") because of or any state securities regulatory authority or other governmental body or agency, since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant exempt from the registration requirements of Section 5 of the Act pursuant to Section 4(2) Regulation D, and/or the provisions of Regulation S, promulgated under the Act. The Sub-xxxxxxx repre-sents 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 shall not sell or other-wise otherwise transfer such securi-ties the Securities unless they are registered under the Act or unless an exemp-tion exemption from such registration is available. The Subscriber understands that if required by the laws or regulations or any applicable jurisdictions, the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration of exemption therefrom. 1.7 1.9. 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”), Securities 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 the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber's own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person. The Subscriber, if an entity, also represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10. The Subscriber understands that Rule 144 (the "Rule") promul-gated promulgated under the Act ("Rule 144") requires, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company 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 any 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 Securities under the Act or any applicable state securities or "blue sky" laws (collectively "Securities Laws")or assist the Subscriber in obtaining an exemption from various registration requirements, other than as set forth in the Investors' Rights Agreement. The Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers officers, employees, controlling persons and con-trolling per-sons agents (including the Placement Agents and their respec-tive officers, directors, employees, counsel, controlling persons and agents) and their respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Subscriber contained herein or in this Agreement (including the Selling Securityholder Questionnaire and Accredited Confidential Investor Questionnaire or contained in ARTICLE VI herein), (ii) any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of the Act or any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, applicable state securities or (ii) following any sale of such Shares pursuant to the Rule, "blue sky" laws or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements any untrue statement of the Securities Act (including judicial interpretations and pronouncements issued a material fact made by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below Subscriber and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company Systemcontained herein. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein1.11. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating substantially as set forth below, that they such Securities have not been regis-tered registered under the Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 thereof contained in this Agreement. The Subscriber understands is aware that the Company will review this Subscription Agreement, make a notation in its appropriate records with respect to the Selling Securityholder Questionnaire and Accredited Investor Questionnaire and is hereby given authority by restrictions on the undersigned to call his bank or place of employment or otherwise review the financial standing transferability of the Subscriber; and it is further agreed that Securities. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) ISSUER RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. 1.12. The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company reserves the unrestricted right to reject deems necessary or limit any sub-scription and to close the offer at any timeadvisable. 1.13 1.13. The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 1.14. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute, deliver, and perform this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15. If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other entity (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.16. The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's NASD Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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 requested6.4 below. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, the The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $25,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, “AMP Holding Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, ” contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent upon the Company acceptance of the subscriptionimmediately available funds to: Name: AMP HOLDING INC. 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 Bank: PNC Bank, N.A. Account: 000 000 0000 ABA #: 041 000 124 Address; 000 X. 0xx Xxxxxx, Xxxxxxxxxx, XX 00000 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Debentures and Common Stock issuable upon exercise of the Debentures the Warrants and the Warrant Shares (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Units, Debentures and Warrants. 1.3 1.2 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 1.3 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in non-listed and non-registered securities, securities that are thinly traded on the OTCBB or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum 34 Act Reports (which includes certain Risks Factors relating to the Company and this Offer-ingas defined herein), including all exhibits thereto and the Company's Annual Report on Risk Factors included in our Form 10-KSB for K Annual Report filed with the year ended December Securities and Exchange Commission on March 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")2011, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. Notwithstanding the foregoing, the Subscriber hereby confirms that it has not received from the Company nor is it in possession of any material nonpublic information relating to the Company and its operations. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.9 The Subscriber understands that there is a limited public market for the Common Stock issuable upon conversion of the Debentures. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.16 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered, sales of the Securities will be subject to state securities laws. 1.17 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(50000 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Debentures, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedDebentures. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

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 $3.20 1.75 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) certified or bank check made payable to Rubin, Baum, Xxxxx, Constant & Xxxxxxxx, as Escrow Agent F/B/O Symbollon Pharmaceuticals, Inc.Corporation (the "Escrow Agent"), or (ii) wire transfer in accordance with the wire transfer instructions set forth aboveon Exhibit A hereto, contemporaneously with the execution and deliv-ery delivery of this Sub-scription Subscription Agreement. The Subscriber understands however, that this pur-chase purchase of Securities Units is contin-gent contingent upon the Company acceptance making sales of a minimum of 100,000 Units prior to the subscriptionTermination Date as defined in Article III hereof. This subscription is submitted to the Company in accordance with and subject to the terms and conditions described in this Agreement and the Memorandum. Further, the Subscriber understands that the Company intends to submit for stockholder consideration at the 1999 Annual Meeting of the Stockholders currently scheduled to be held on May 26, 1999, for purposes of the shareholders approval policy of the Nasdaq SmallCap Market, a proposal to approve the issuance and sale of any Units beyond the first 340,000 Units (the "Stockholder Approval"), and therefore, closings for the final 910,000 Units will not occur until after the Shareholder Approval or assurance from Nasdaq that such sales are exempt from the Nasdaq SmallCap Market listing requirements relating to stockholder approval for certain share issuances. 1.2 The Subscriber recognizes that the purchase of Securities Units involves a high degree of risk in that (i) the Company has had only limited operations, minimal revenues and requires sub-stantial substantial funds in addition to the proceeds of this private place-mentplacement, (ii) an investment in the Company is highly speculative and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the SecuritiesUnits, (iii) he may not be able to liquidate his investment; (iv) transferability of the Securities Units and the components thereof is extremely limited; and (v) in the event of a disposi-tiondisposition, 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 Ques-tion-naireConfidential Purchaser Questionnaire, and that he is able to bear the economic risk of an investment in the SecuritiesUnits. 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 Units and to evalu-ate evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative speculative nature of this invest-mentinvestment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingOffering), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 1998 and a Proxy State-ment Statement for the 2006 1999 annual meeting of stock-holders stockholders of the Company (collectively, the "Offering Documents"), and hereby rep-resents 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 docu-ments documents which could be reasonably provided have been made available for his inspec-tion inspection and review; and that such information and docu-ments documents have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion information that would be provided him in a registra-tion registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, and any addi-tional 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 Com-panyCompany's repre-sentations representations that this is intended to be a nonpublic offering pur-suant pursuant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents Subscriber represents that the Securities Units 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 other-wise otherwise transfer such securi-ties securities unless they are registered under the Act or unless an exemp-tion 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 as part of the Offering Units and the shares of Common Stock issuable upon exercise of the Warrants collectively shall be referred to as the “"Shares”"), comprising the Units 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 inten-tionintention. In this connection, the Subscriber under-stands understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent represent a purchase with an intent inconsistent with his represen-ta-tion 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. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion representation or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ityavailability. The Subscriber understands and hereby acknowledges that the Com-pany Company is under no obligation (and does not intend) to register the Units or 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 Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers and con-trolling per-sons controlling persons and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, 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 Confidential Purchaser Questionnaire or any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of any Secu-ri-ties Securities Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities securities comprising the Units stating that they have not been regis-tered registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 1.10 The Subscriber understands that the Company will review this Subscription Agreement, Agreement and the Selling Securityholder Questionnaire and Accredited Investor Confidential Purchaser 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 sub-scription subscription and to close the offer at any time. 1.13 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 corpora-tion corporation or other entity. 1.14 1.12 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture signature page hereof. 1.15 1.13 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx Subscriber is not relying on any informa-tioninformation, other than that contained in the Offering Documents and the results of inde-pendent independent investigation by the Subscriber. 1.16 1.14 If the Subscriber is a Georgia resident, the Sub-xxxxxxx Subscriber hereby acknowledges that the Securities Units have been sold in reliance on Paragraph (13) of Code Section 10-5-9 of the Georgia Securities Act of 1973. 1.17 If 1.15 The Company has retained Indianapolis Securities, Inc. (the Subscriber "Placement Agents"), a NASD member firms as agent in connection with the Offering of the Units on a "best efforts" basis. Xxxxxxx X. Xxxxx, a principal and employee of the Placement Agent, is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(5beneficial owner of more than five percent (5%) of the Florida Securities ActCompany's Common Stock. Additional NASD member firms may be invited to participate as syndicate partners (together with the Placement Agent, to withdraw his subscription herein called the "Agents"). As consideration for its services, the purchase and Placement Agent will receive a full refund of all monies paid. Such right of withdrawal may be exercised prior to ten percent (10.0%) cash commission on Units sold by 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. 1.18 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 8.0% cash compensation Agents and Warrants equal to 20.010.0% of the shares of Common Stock issued Units sold by the Agents (the “"Placement Agent Warrants”"). In turn, the Placement Agent will reallow to the other Agents 8.0% allocations of both the cash commissions and the Placement Agent Warrants. 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 SecuritiesUnits.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Private Offering Memorandum dated December 9, 2008 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the "Memorandum"), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a price equal to $45,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals"U.S. Bank National Association as Escrow Agent f/b/o Optex Systems, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, " contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent 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.immediately payable funds to: RBK: U.S. Bank National Association, as Escrow Agent ABA: 000000000 BNF: U.S. Bank Trust N.A. A/C: 180121167365 Attn: TFM – Xxxxx Xxxx Ref: Optex Systems, Inc. Escrow #129636000 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only limited operations, minimal revenues and requires sub-stantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Common Stock and the Warrants is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock; and (h) that the Company stock may not successfully become actively traded. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned "Risk Factors." 1.3 The Subscriber represents that he the Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), as indicated by his responses to the Accredited Investor Ques-tion-naire, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in non-listed and non-registered securities, or he the Subscriber has employed the services of an investment advisora "purchaser representative" (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingRisk Factors), the Company's Annual Report on Form 10-KSB for the year ended December 31including all exhibits thereto, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company any documents which may have been made available upon request as reflected therein (collectively, collectively referred to as the "Offering DocumentsMaterials"), ) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States U.S. Securities and Exchange Commission (the "SEC") because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the Act. The Sub-xxxxxxx repre-sents that the Securities are being purchased for his own account, for investment and not for distribution or resale Act pursuant to othersRegulation D promulgated thereunder. The Subscriber understands that the Common Stock, the Warrant Shares (defined below), and the Warrants have not been registered under the Securities Act or under any state securities or "blue sky" laws and agrees that he will not sell to sell, pledge, assign or other-wise otherwise transfer such securi-ties or dispose of the Common Stock, Warrant Shares, or Warrants unless they are registered under the Securities Act and under any applicable state securities or "blue sky" laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, the Warrants, Warrant Shares 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 Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.10 The Subscriber understands that there is no trading market for the Common Stock and that an active market may not develop for the Common Stock. The Subscriber understands that even if an active market develops for the Common Stock, Rule 144 (the "Rule") promul-gated promulgated under the Securities Act requiresrequires for non-affiliates ("Rule 144"), among other condi-tionsconditions, a one-year holding period commencing as of the date that the Company files "Form 10 information" with the SEC, prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Common Stock, the Warrant Shares, or the Warrants under the Securities Act except or any state securities or "blue sky" laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable5. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating Common Stock, the Warrant Shares, and the Warrants that they such securities have not been regis-tered registered under the Securities Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT-) OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves and the Placement Agent, in their sole discretion, reserve the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional shares of Common Stock and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Common Stock. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber acknowledges represents that if he is a Regis-tered Repre-sentative the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of an NASD member firmthe Subscriber, he must give such firm enforceable against the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofSubscriber in accordance with its terms. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentcorporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Sub-xxxxxxx hereby Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that at such time, if ever, as the Securities have been Common Stock, Warrants and the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants and Warrant Shares will be subject to state securities laws. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law; provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant to Article 5 in which the Subscriber's Common Stock is included. 1.18 The Subscriber understands that the Units are being offered and sold in reliance on Paragraph (13) specific exemptions from the registration requirements of Code Section 10-5-9 federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida residentrepresentations, the Subscriber may have the rightwarranties, to the extent provided in Section 517.061(11)(a)(5) of the Florida Securities Actagreements, to withdraw his subscription for the purchase acknowledgments, 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 understandings set forth herein indicating his intention in order to withdrawdetermine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrant Shares, or Warrants by the Subscriber in violation of the. Securities Act or any applicable state securities or "blue sky" laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. To the best of the Purchaser’s knowledge, neither the Purchaser nor any person providing funds to the Purchaser: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this paragraph, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (iii) require identification and documentation of the parties with whom a Financial Institution conducts business; or (iv) are designed to disrupt the flow of funds to terrorist organizations. Such letter or telegram should laws, regulations and sanctions shall be set and postmarked prior deemed to include the end USA Patriot Act of the aforementioned third business day2001, Pub. 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 mailedL. No. 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. 1.18 The Company may pay brokerage commissions, finders’ fees and/or similar compensation to certain third parties 107-56 (the “Placement Agents” or “AgentsPatriot Act”) of up to a 8.0% cash compensation and Warrants equal to 20.0% of ), the shares of Common Stock issued Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Placement Agent WarrantsBank Secrecy Act”). The Agents did not prepare any of , the information to be delivered to prospective investors in connection Trading with the Offering Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and do not make any representation or warranty concerning the accuracy or completeness sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of such information. Prospective investors are advised to conduct their own review of the business, properties money laundering in 18 U.S.C. Sections 1956 and affairs of the Company before subscribing to purchase Securities1957.

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 shares and Warrants (one-half the number of shares) set forth upon the signature page hereof at a price equal to $3.20 0.65 per Unitshare, and the Company agrees to sell such number of Units shares and Warrants for said purchase price. Subscriptions will be accepted only for an even number of Units shares - no fractional Warrants will be issued. The purchase price is payable by (i) certified or bank check made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth aboveon Exhibit A hereto, contemporaneously with the execution and deliv-ery delivery of this Sub-scription Subscription Agreement. The Subscriber understands however, that this pur-chase purchase of Securities is contin-gent 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 sub-stantial substantial funds in addition to the proceeds of this private place-mentplacement, (ii) an investment in the Company is highly speculative and only inves-tors 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 disposi-tiondisposition, 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 Ques-tion-naireConfidential Purchaser Questionnaire, and that he is able to bear the economic risk of an investment in the Securities. 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 evalu-ate evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative speculative nature of this invest-mentinvestment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingOffering), the Company's Annual Report on Form 10-KSB for the year ended December 31, 20052003, the Quarterly Report on Form 10-QSB for the period three months ended June 30March 31, 2006 2004 and a Proxy State-ment Statement for the 2006 2004 annual meeting of stock-holders stockholders of the Company (collectively, the "Offering Documents"), and hereby rep-resents 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 docu-ments documents which could be reasonably provided have been made available for his inspec-tion inspection and review; and that such information and docu-ments documents have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion information that would be provided him in a registra-tion registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, and any addi-tional 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 Com-panyCompany's repre-sentations representations that this is intended to be a nonpublic offering pur-suant pursuant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents 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 other-wise otherwise transfer such securi-ties securities unless they are registered under the Act or unless an exemp-tion 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 inten-tionintention. In this connection, the Subscriber under-stands understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent represent a purchase with an intent inconsistent with his represen-ta-tion 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. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion representation or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ityavailability. The Subscriber understands and hereby acknowledges that the Com-pany 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 Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-torsdirectors, officers and con-trolling per-sons controlling persons and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, 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 Confidential Purchaser Questionnaire or any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of any Secu-ri-ties Securities Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been regis-tered registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 1.10 The Subscriber understands that the Company will review this Subscription Agreement, Agreement and the Selling Securityholder Questionnaire and Accredited Investor Confidential Purchaser 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 sub-scription subscription and to close the offer at any time. 1.13 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 corpora-tion corporation or other entity. 1.14 1.12 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture signature page hereof. 1.15 1.13 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx Subscriber is not relying on any informa-tioninformation, other than that contained in the Offering Documents and the results of inde-pendent independent investigation by the Subscriber. 1.16 1.14 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.010.0% cash compensation and Warrants equal to 20.010.0% of the shares of Common Stock Warrants 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, forth and in the Information Package (as defined below) the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, and the Company agrees to sell such number to the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $0.004 per Unit. Within a commercially reasonable time after the execution and delivery 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 this Agreement, the Subscriber shall deposit the aggregate Offering Price directly to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer the Company’s bank account in accordance with the wire transfer instructions set forth above, contemporaneously with the execution and deliv-ery of this Sub-scription Agreementin Section 3.1. The Subscriber understands howeverand agrees that, that this pur-chase of Securities is contin-gent upon the Company acceptance of the subscription. This subscription is submitted to the Company in accordance with and subject to the terms Section 2 and conditions described in applicable laws, by executing this Agreement and the MemorandumAgreement, it is entering into a binding agreement. 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units (Shares and Warrants) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends in the foreseeable future; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in herein, the Subscriber represents that the Subscriber has carefully reviewed the Company’s reports and filings with the United States Securities and Exchange Commission (the “SEC”) (collectively, the “Information Package”). The foregoing reports contained in the Information Package are available on the SEC’s website at xxx.xxx.xxx. 1.3 The Subscriber represents that he is is, and on each date on which the Subscriber continues to own restricted securities from the Offering will be, an "accredited investor" “Accredited Investor” as such term is defined in Rule 501 of Regulation D promulgated 501(a) under the United States Securities Act Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of 1933, as amended $5,000,000 or individuals with a net worth in excess of $1,000,000 (the "Act"), as indicated by excluding such person’s principal residence) or annual income exceeding $200,000 or $300,000 jointly with his responses to the Accredited Investor Ques-tion-naire, and that he is able to bear the economic risk of an investment in the Securitiesor her spouse. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")Agreement, and any documents which may have been made available upon request as reflected therein (collectively referred to with the Information Package as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents and warrants that: (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of SEC nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the Securities Act. , pursuant to Regulation D. The Sub-xxxxxxx repre-sents Subscriber understands that the Units have not been registered under the Securities are being purchased for his own accountAct or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Units unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.10 The Subscriber understands that the Common Stock is thinly traded. The Subscriber understands that even if a public market develops for the Common Stock, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that Securities Act provided the Company makes no representa-tion or warranty regarding its fulfillment in other requirements of Rule 144 are available at the future time of any reporting requirements under the Secu-rities Exchange Act sale (such as availability of 1934, as amended, or its dissemination to the current public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availabil-ity). The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Units under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating Units (including the underlying Shares and Warrants) that they such Units have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Units. The legend to be placed on each certificate shall be in form substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Units. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.4 below. 1.15 1.17 The Subscriber hereby represents thatacknowledges that at such time, if ever, as the Shares or Warrants are registered under the Securities Act, sales of the Shares or Warrants will be subject to state securities laws. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth in required by law; provided, that the Offering Documents, no representations or war-ranties have been made to Company may use the name of the Subscriber by for any offering or in any registration statement in which the Company Subscriber’s Units (Shares or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate of Warrants) are included. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Units by the Subscriber in entering into violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this transaction, Agreement (including the Sub-xxxxxxx is not relying on any informa-tion, other than that Confidential Investor Questionnaire contained in the Offering Documents and the results of inde-pendent investigation Article VII herein) or any other document furnished by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing 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 Securitiesthis transaction.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, the The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $100,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, “Investview Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, ” contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent upon the Company acceptance of the subscriptionimmediately available funds to: Name: INVESTVIEW INC. 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 Bank: J X Xxxxxx Cxxxx Bank, N.A. Account: 764233482 ABA #: 000000000 Address; Nxx Xxxx, Xxx Xxxx, 00000 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 1.2 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 1.3 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the Financial Industry Regulatory Authority (the “FINRA”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum 34 Act Reports (which includes certain Risks Factors relating to the Company and this Offer-ingas defined herein), including all exhibits thereto and the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")Risk Factors contained therein, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.9 The Subscriber understands that there is a limited public market for the Common Stock issuable upon conversion of the Notes. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.16 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. 1.17 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(51000 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Notes, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedNotes. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject On or prior to February 4, 2013 (the terms and conditions hereinafter set forth“Initial Closing Date”), the Subscriber hereby irrevocably 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 $3.20 per one (1) 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 issuedto the Subscriber at a per Unit price equal to $100,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals“Investview Inc.” on or prior to the Initial Closing Date by the Subscriber. The Subscriber may also pay the subscription amount by, Inc., or (ii) wire transfer of immediately available funds to: Name: INVESTVIEW INC. Bank: J X Xxxxxx Xhxxx Xank, N.A. Account: 764233482 ABA #: 020000000 Address; Nex Xxxx, Xxx Xxxx, 00000 On the Subsequent Funding Date, the Subscriber will transfer the purchase price in accordance with the wire transfer instructions set forth above. In addition, contemporaneously with on the execution and deliv-ery Subsequent Funding Date, an authorized officer of this Sub-scription Agreementthe Company shall deliver to the Subscriber a closing certificate. The Subscriber understands however, that may not terminate its obligations under this pur-chase of Securities is contin-gent upon the Company acceptance of the subscriptionsection. 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 the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 1.2 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 1.3 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the Financial Industry Regulatory Authority (the “FINRA”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum 34 Act Reports (which includes certain Risks Factors relating to the Company and this Offer-ingas defined herein), including all exhibits thereto and the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")Risk Factors contained therein, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.9 The Subscriber understands that there is a limited public market for the Common Stock issuable upon conversion of the Notes. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Kexxx Xlan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.16 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. 1.17 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(51900 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Notes, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedNotes. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, from time to time and up until October 31, 2008 the Subscriber Company may send the Subscribers written notice (said notice can be given by fax, email or by regular USPS mail) requesting that the Subscribers purchase the number of Units stated in such notice(s) at a purchase price of $4.00 per unit. Said notice can not be given more frequently than once per any thirty (30) day period (the “Company’s Notice”). The Subscribers hereby subscribes irrevocably subscribe for and agrees agree to purchase from the Company the number of Units set forth upon in the signature page hereof at a price Company’s Notice (up to an aggregate of 1,250,000 Units for all notices). In each Company Notice Company shall request that Subscriber purchase no less than 100,000 units and no more than 200,000 units in any given Notice period. Subscriber shall wire within thirty days of the receipt of the Company’s Notice an amount equal to $3.20 per Unitthe Company’s Notice. (the “Subscription Amount”). Within thirty (30) business days of the Company’s receipt of the Subscription Amount, and the Company agrees shall send to sell such number of Units for said purchase price. Subscriptions will be accepted only for an even number of Units - no fractional the Subscribers stock certificates representing the Common Stock and Warrants will be issuedpurchased. The purchase price is payable Company hereby takes into account the 356,250 Units already subscribed for by (i) check made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with Subscriber through the wire transfer instructions set forth above, contemporaneously with date of the execution and deliv-ery signing of this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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 the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains an early stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscribers may not be able to liquidate his their investment; (ivd) transferability of the Securities Units, including the Common Stock and Warrants contained therein and the Common Stock issuable upon the exercise of the Warrants, is extremely limited; and (ve) in the event of a disposi-tiondisposition of the Units (or the Common Stock, an investor Warrants or Common Stock issuable upon the exercise of the Warrants, the Subscribers could sustain the loss of his their entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends, and (g) the shares of the Company’s Common Stock are junior to the rights and preferences of the shares of Series A Preferred Stock which are currently outstanding and the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 The Each Subscriber represents that he such Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the Securities. 1.4 in the Units. The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and to evalu-ate evaluate the merits and risks of such an investment in the Units on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing)Agreement, the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion from such registration is available. 1.7 The Subscriber understands that the shares of Units, including the Common Stock, the Warrants, and Warrants the shares of Common Stock issuable upon exercise of the Warrants (the shares of Units, the Common Stock sold in Stock, the Offering Warrants and the shares of Common Stock issuable upon exercise of the Warrants collectively shall be Common Stock are hereinafter sometimes referred to as the “SharesSecurities”), have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Units unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.9 The Subscriber understands that there is no public market for the Common Stock or any other securities of the Company and that no market may develop for any the Common Stock or any other securities of the Company. The Subscriber understands that even if a public market develops for such Common Stock, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate and each Warrant shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS”, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves Company, at its sole discretion, reserve the unrestricted right to reject right, without further documentation or limit any sub-scription and to close agreement on the offer at any timepart of the Subscriber. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's ’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the SubscriberSection 7.4 below. 1.16 If the The Subscriber is a Georgia resident, the Sub-xxxxxxx hereby acknowledges that at such time, if ever, as the Securities have been sold are registered (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Article V hereof), sales of the Georgia Securities Act of 1973. 1.17 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 subject 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 requestedstate securities laws. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Term Sheet dated June 15th, 2011 (such term sheet, together with all amendments thereof and supplements and exhibits thereto, the “term sheet”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $100,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals“Global Investor Services, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, Inc” contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent upon the Company acceptance of the subscriptionimmediately available funds to: Name: GLOBAL INVESTOR SERVICES, INC. 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 Bank: J X Xxxxxx Cxxxx Bank, N.A. Account: 764233482 ABA #: 000000000 Address; Nxx Xxxx, Xxx Xxxx, 00000 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 1.2 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 1.3 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the Financial Industry Regulatory Authority (the “FINRA”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum 34 Act Reports (which includes certain Risks Factors relating to the Company and this Offer-ingas defined herein), including all exhibits thereto and the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")Risk Factors attached hereto as Exhibit A, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.9 The Subscriber understands that there is a limited public market for the Common Stock issuable upon conversion of the Notes. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.16 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. 1.17 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(51000 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Notes, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedNotes. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, the The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $50,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, “CST&T AAF TRS ESCROW ACCOUNT” contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to: Name: Continental Stock Transfer & Trust Co. AAF TRS ESCROW ACCOUNT Or: CST&T AAF TRS ESCROW ACCOUNT Bank: XX Xxxxxx Xxxxx, NY Account: 530-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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.065347 ABA: 000000000 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing)Agreement, the Company's Annual Report on Form 10-KSB for the year ended December 3134 Act Reports, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10 The Subscriber understands that there is no public market for the Common Stock and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable.V. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's ’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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 19737.3 below. 1.17 If The Subscriber acknowledges that at such time, if ever, as the Subscriber Securities are registered (as such term is a Florida residentdefined in Article V hereof), the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(5) sales 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 subject 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 requestedstate securities laws. 1.18 The Subscriber represents that the Subscriber has read and fully understands the risks associated with the Company and the Units listed on Exhibit A, annexed hereto. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law; provided, that the Company may pay brokerage commissionsuse the name of the Subscriber for any offering or in any registration statement filed pursuant to Article V in which the Subscriber’s shares are included. 1.20 The Subscriber agrees to hold the Company and its directors, finders’ fees and/or similar compensation officers, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to certain third parties indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the “Placement Agents” Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “Agents”blue sky” laws; or (b) of up any false representation or warranty or any breach or failure by the Subscriber to a 8.0% cash compensation and Warrants equal comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing 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 Securitiesthis transaction.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, forth the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unit. 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 deliv-ery of this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent upon the Company acceptance of the subscription. This subscription is submitted immediately payable funds directly to the Company in accordance with and subject to the terms and conditions described in this Agreement and the MemorandumCompany. 1.2 1.1. The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only limited operations, minimal revenues and requires sub-stantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities is extremely limited; and (v) in the event of a disposi-tionUnits, 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 Ques-tion-naire, and that he is able to bear the economic risk of an investment in the Securities. 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 evalu-ate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative nature of this invest-ment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents"), and hereby rep-resents 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 docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional 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 Com-pany's repre-sentations that this is intended to be a nonpublic offering pur-suant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion 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 “Warrant Shares”) is extremely limited; (e) in the Offering event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.2. The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, and the shares of Common Stock issuable Form 8K as filed on June 4, 2010 and any documents which may have been made available upon exercise of the Warrants request as reflected therein (collectively shall be referred to as the “SharesOffering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated under the Act requires, among other condi-tions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing without having to satisfy the registration requirements under the Act1.9. The Subscriber understands that there is trading market for the Company makes Common Stock is extremely limited and there is no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register trading market for the Warrants under and that an active market may not develop for 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 Common Stock or any applicable state "blue sky" laws (collectively "Securities Laws"). The Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties LawsWarrants. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC)1.10. Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating Common Stock, Warrants, and the Warrant Shares that they such securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof.thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,” 1.12 1.11. The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves in its sole discretion, reserve the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrants. 1.13 1.12. The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity, 1.13. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 1.14. If the Subscriber is a Georgia residentcorporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Sub-xxxxxxx hereby Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber acknowledges that at such time, if ever, as the Securities have been Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and sold in reliance on Paragraph (13) specific exemptions from the registration requirements of Code Section 10-5-9 federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida residentrepresentations, the Subscriber may have the rightwarranties, to the extent provided in Section 517.061(11)(a)(5) of the Florida Securities Actagreements, to withdraw his subscription for the purchase acknowledgments, 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 understandings set forth herein indicating his intention in order to withdrawdetermine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18. Such letter The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or telegram should be set and postmarked prior to the end distribution of the aforementioned third business dayCommon Stock, Warrants, or the Warrant Shares by the Subscriber in violation of the. 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 Securities Act or by telephone to an officer of Symbollon, a written confirmation that the request has been received should be requested. 1.18 The Company may pay brokerage commissions, finders’ fees and/or similar compensation to certain third parties (the “Placement Agents” any applicable state securities or “Agents”blue sky” laws; or (b) of up to a 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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 false 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.or

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Term Sheet dated June 15th, 2011 (such term sheet, together with all amendments thereof and supplements and exhibits thereto, the “term sheet”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $100,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals“Global Investor Services, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, Inc” contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent upon the Company acceptance of the subscriptionimmediately available funds to: Name: GLOBAL INVESTOR SERVICES, INC. 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 Bank: X X Xxxxxx Xxxxx Bank, N.A. Account: 764233482 ABA #: 000000000 Address; Xxx Xxxx, Xxx Xxxx, 00000 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 1.2 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 1.3 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the Financial Industry Regulatory Authority (the “FINRA”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum 34 Act Reports (which includes certain Risks Factors relating to the Company and this Offer-ingas defined herein), including all exhibits thereto and the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")Risk Factors attached hereto as Exhibit A, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.9 The Subscriber understands that there is a limited public market for the Common Stock issuable upon conversion of the Notes. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.16 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. 1.17 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(50000 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Notes, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedNotes. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Offering Memorandum dated March 2006 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per share price equal to $0.20 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, “CST&T AAF DIET COFFEE ESCROW ACCOUNT” contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to: Name: Continental Stock Transfer & Trust Co. AAF DIET COFFEE ESCROW ACCOUNT Or: CST&T AAF DIET COFFEE ESCROW ACCOUNT Bank: XX Xxxxxx Xxxxx Bank Account: 530-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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.061384 ABA: 000000000 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and the Warrant contained therein and Common Stock issuable upon exercise of the Warrants (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.” 1.3 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingRisk Factors), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional 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 Com-pany's repre-sentations that this is intended to be a nonpublic offering pur-suant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion 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 inten-tion. In this connection, the Subscriber under-stands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.8 The Subscriber understands that Rule 144 (the "Rule") promul-gated under the Act requires, among other condi-tions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that terms and conditions of the Offering. 1.6 a) In making the decision to invest in the Units the Subscriber will sell any Securities pursuant to either has relied solely upon the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been regis-tered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.12 The Subscriber understands that information provided by 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 sub-scription and to close the offer at any time. 1.13 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 corpora-tion or other entity. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties have been made to Materials. 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 If the Subscriber is a Florida residentextent necessary, the Subscriber may have has retained, at its own expense, and relied upon appropriate professional advice regarding the rightinvestment, to tax and legal merits and consequences of this Agreement and the extent provided in Section 517.061(11)(a)(5) purchase of the Florida Securities Act, to withdraw his subscription for the purchase and receive a full refund of all monies paidUnits hereunder. 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 The Subscriber disclaims reliance on any statements made to Symbollon or its agent or (B) communication of the right of withdrawal to the Florida resident. Withdrawal will be without information provided by 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 entity in the course of Subscriber’s consideration of an officer of Symbollon, a written confirmation that investment in the request has been received should be requested. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors in connection with Units other than 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 SecuritiesMaterials.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Private Placement Memorandum dated March 22, 2010 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unit. The purchase price is payable by (i) check made wire transfer of immediately payable funds pursuant to Symbollon Pharmaceuticalsthe instructions provided by Forge Financial Group, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, contemporaneously with the execution and deliv-ery of this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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 1.1 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only limited operations, minimal revenues and requires sub-stantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities is extremely limited; and (v) in the event of a disposi-tionUnits, 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 Ques-tion-naire, and that he is able to bear the economic risk of an investment in the Securities. 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 evalu-ate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative nature of this invest-ment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents"), and hereby rep-resents 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 docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional 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 Com-pany's repre-sentations that this is intended to be a nonpublic offering pur-suant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion 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 “Warrant Shares”) is extremely limited; (e) in the Offering event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the shares of Common Stock issuable upon exercise Company may issue additional securities in the future which have rights and preferences that are senior to those of the Warrants Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.” 1.2 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes the Risk Factors), including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively shall be referred to as the “SharesOffering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.9 The Subscriber understands that Rule 144 (there is no trading market for the "Rule") promul-gated under the Act requires, among other condi-tions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion Common Stock or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company active market may not make any notation on its records develop for the Common Stock or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company SystemWarrants. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating Common Stock, Warrants, and the Warrant Shares that they such securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves and the Placement Agent (defined below), in their sole discretion, reserve the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrants. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 1.13 The Subscriber acknowledges represents that if he the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a Regiscorporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-tered Repre-sentative exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf 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 entity has been duly authorized by such firm on the signa-ture page hereofentity to do so. 1.15 The Subscriber hereby represents thatacknowledges that at such time, except if ever, as set forth the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Offering DocumentsCommon Stock, no representations or war-ranties have been made Warrants, and the Warrant Shares will be subject to state securities laws. 1.16 The Subscriber agrees not to issue any public statement with respect to the Subscriber by Subscriber's investment or proposed investment in the Company or the terms of any agent (including, without limitation, any placement agent agreement or syndicate participant), employee or affiliate of covenant between them and the Company and in entering into this transactionwithout the Company's prior written consent, the Sub-xxxxxxx is not relying on except such disclosures as may be required under applicable law or under any informa-tionapplicable order, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriberrule or regulation. 1.16 If the 1.17 The Subscriber is a Georgia resident, the Sub-xxxxxxx hereby acknowledges understands that the Securities have been Units are being offered and sold in reliance on Paragraph (13) specific exemptions from the registration requirements of Code Section 10-5-9 federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida residentrepresentations, the Subscriber may have the rightwarranties, to the extent provided in Section 517.061(11)(a)(5) of the Florida Securities Actagreements, to withdraw his subscription for the purchase acknowledgments, 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 understandings set forth herein indicating his intention in order to withdraw. Such letter or telegram should be set determine the applicability of such exemptions and postmarked prior the undersigned's suitability 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 requestedacquire Units. 1.18 The Subscriber agrees to hold the Company may pay brokerage commissionsand its directors, finders’ fees and/or similar compensation officers, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to certain third parties indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the “Placement Agents” Common Stock, Warrants, or the Warrant Shares by the Subscriber in violation of the. Securities Act or any applicable state securities or “Agents”blue sky” laws; or (b) of up any false representation or warranty or any breach or failure by the Subscriber to a 8.0% cash compensation and Warrants equal comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing in connection with this transaction. To 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 best of the businessPurchaser’s knowledge, properties and affairs of neither the Company before subscribing Purchaser nor any person providing funds to purchase Securities.the Purchaser: (i) is under investigation by any governmental authority for, or

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 such number of Units or fractions thereof as is set forth upon the signature page hereof at a price equal to $3.20 500,000 per Unit, Unit and the Company agrees to sell such number of Units to the Subscriber 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 personal or business check, wire transfer of immediately available funds or money order made payable to Symbollon Pharmaceuticals"State Street Bank and Trust Co., N.A., Escrow Agent, F/B/O Discovery Laboratories, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, " contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. All wires should be sent to: Xxxxx Xxxxxx Xxxx & Xxxxx Xx. Xxxxxxxxx Trust N.Y. 00 Xxxxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Account Number: 9903-scription Agreement. The Subscriber understands however8713 Reference Number: 000000-000 XXX Routing Number: 000000000 For the account of: Discovery Laboratories, that this pur-chase of Inc. By order of: [insert investor name] Certificates for the Securities is contin-gent upon compising the Units will be delivered by the Company acceptance to the Subscriber within 10 days of the subscription. This subscription is submitted Closing of the Offering applicable to the Company Subscriber as set forth in accordance with and subject to the terms and conditions described in this Agreement and the MemorandumArticle III hereof. 1.2 The Subscriber recognizes that the purchase of Securities Units involves a high degree of risk in that (i) the Company has had only remains a development stage business with a limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (ii) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iii) he the Subscriber may not be able to liquidate his its investment; (iv) transferability of the Securities Units is extremely limited; and (v) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment. Such risks, as well as other relevant risks, are more fully set forth in the Memorandum (as defined below) furnished by the Company to the Subscriber. 1.3 The Subscriber represents that he the Subscriber 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 the responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (i) the Subscriber has prior investment experience, including investment in non-listed and non-registered unregistered securities, or he that the Subscriber has employed the services of an investment advisor, attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities Units and to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (ii) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentan investment in the Units; and (iii) the Subscriber is able to bear the economic risk which the Subscriber assumes by investing in the Units. 1.5 The Subscriber hereby acknowledges receipt and careful review of the Confidential Private Placement Memorandum (dated June 1, 1999, as supplemented and amended, and the attachments and exhibits thereto, all of which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company constitute an integral part thereof (collectively, the "Offering DocumentsMemorandum"), ) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which he had the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, Offering and has received any addi-tional additional information which he had the Subscriber has requested. 1.6 (a) In making the decision to invest in the Units, the Subscriber has relied solely upon the information provided by the Company in the Memorandum. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Units hereunder. The Subscriber acknowledges and agrees that the Placement Agent has not supplied any information for inclusion in the Memorandum other than information furnished in writing to the Company by the Placement Agent specifically for inclusion in the Memorandum relating to the Placement Agent, that the Placement Agent has no responsibility for the accuracy or completeness of the Memorandum and that the Subscriber has not relied upon the independent investigation or verification, if any, which may have been undertaken by the Placement Agent. (b) The Subscriber covenants that (i) the Subscriber was contacted regarding the sale of the Units by the Placement Agent, (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission (the "SEC") because of the Com-panyCompany's repre-sentations representations that this Offering is intended to be a nonpublic offering pur-suant exempt from the registration requirements of Section 5 of the Act pursuant to Section Sections 4(2) and 3(b) of the Act. The Sub-xxxxxxx repre-sents 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 the Subscriber will not sell or other-wise otherwise transfer such securi-ties the Units or the Securities unless they are registered under the Act or unless an exemp-tion exemption from such registration is available. 1.7 1.8 The Subscriber understands that the shares of Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise none 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”), Securities 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 the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands that it is the position of the SEC hereby represents that the statutory basis Subscriber is purchasing the Units for such exemption would the Subscriber's own account for investment and not be present if his repre-senta-tion merely meant that his present intention was with a view toward the resale or distribution 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 periodothers. The Sub-xxxxxxx realizes thatSubscriber, in if an entity, was not formed for the view purpose of purchasing the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.8 Units. The Subscriber understands that Rule 144 (the "Rule") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. . 1.9 The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register the Shares Securities under the Act except or any state securities or "blue sky" laws other than as set forth in Article IV herein. V. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares Securities under or issuable upon exercise thereof out of his the Subscriber's name only when his the Subscriber's 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 collectively, "Securities Laws"). The Sub-xxxxxxx Subscriber agrees to hold the Company and its direc-tors, officers and con-trolling per-sons the Placement Agent and their respec-tive respective directors, officers, agents and controlling persons and their respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in this Agreement (including the Selling Securityholder Questionnaire and Accredited Confidential Investor Questionnaire contained in Article VII herein) or any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of any Secu-ri-ties the Securities Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue "stop transfer" instructions to its transfer agent with respect to the restrictions on the transferability of such Securities. 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber's 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 right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any time. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at the end of this Subscription Agreement Subscriber on the signature page hereof is the undersignedSubscriber's principal residence if he the Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other entity, then (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so, and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative registered representative of an NASD member firm, he or she 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 signa-ture page hereofin Section 7.4 below. 1.15 1.17 The Subscriber hereby represents thatand warrants that it has not engaged, except consented to nor authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as set forth a broker, finder or intermediary in connection with the Offering Documentstransactions contemplated by this Agreement. The Subscriber shall indemnify and hold harmless the Company from and against all fees, no representations commissions or war-ranties have been made other payments owing to any such person or firm acting on behalf of such Subscriber hereunder. 1.18 The Subscriber acknowledges that (a) the Company has engaged, consented to and authorized the Placement Agent in connection with the transactions contemplated by this Agreement, (b) the Company shall pay the Placement Agent a commission and reimburse the Placement Agent's expenses in accordance with the Placement Agency Agreement (as defined in section 5.1(c) below), and the Company shall indemnify and hold harmless the Subscriber from and against all fees, commissions or other payments owing by the Company to the Placement Agent or any agent other person or firm acting on behalf of the Company hereunder and (c) registered representatives of the Placement Agent and/or its designees (including, without limitation, any placement agent or syndicate participant), employee or affiliate registered representatives of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained Placement Agent and/or its designees who participate in the Offering Documents and sale of the results securities sold in the Offering) will be paid a portion of inde-pendent investigation by the Subscribercommissions paid to the Placement Agent including a portion of the Placement Options (as defined in Section 5.1(c) below). 1.16 If 1.19 The Subscriber, whose name appears on the Subscriber is a Georgia residentsignature line below, shall be the Sub-xxxxxxx hereby acknowledges that the Securities have been sold in reliance on Paragraph (13) of Code Section 10-5-9 beneficial owner of the Georgia Securities Act of 1973Units for which such Subscriber subscribes. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Private Placement Memorandum dated May 15, 2009 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $50,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, “CST&T AAF GISV ESCROW ACCOUNT #2” contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to: Name: CST&T AAF GISV ESCROW ACCOUNT #2 Bank: X X Xxxxxx Xxxxx Bank Account: 530-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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.154099 ABA #: 000000000 Address; 4 Metro Tech Center 3rd fl Xxxxxxxx XX 00000 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the Financial Industry Regulatory Authority (the “FINRA”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing)Agreement, the Company's Annual Report on Form 10-KSB for the year ended December 31Memorandum, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10 The Subscriber understands that there is no public market for the Common Stock and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable.V. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD FINRA member firm, he or she must give such firm the notice required by the NASD's FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.3 below. 1.15 1.17 The Subscriber hereby acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. 1.18 The Subscriber represents thatthat the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth required by law; provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant to Article V in which the Subscriber’s shares are included. 1.20 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.21 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the Offering Documents, no representations or war-ranties have been made to the Subscriber by the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate common stock of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia residentagrees that, the Sub-xxxxxxx hereby acknowledges that so long as any of the Securities have been sold remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Rule 3b-3 of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, the Subscriber may have the right, to the extent provided in Section 517.061(11)(a)(50000 Xxx) of the Florida Securities ActCommon Stock, to withdraw his subscription for or shares of common stock issuable upon conversion of the purchase and receive Notes, or hedging transaction which establishes a full refund of all monies paid. Such right of withdrawal may be exercised prior net short position with respect to the expiration Common Stock or shares of three business days after the later to occur of (A) payment common stock issuable upon conversion 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 requestedNotes. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). 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.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Private Placement Memorandum dated October 2006 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably 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 $3.20 per Unitfrom, and the Company agrees to sell to the Subscriber, such number of Units for said purchase price. Subscriptions will be accepted only for an even number of Units - no fractional Warrants will be issuedwhich is set forth on the signature page hereof. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, “CST&T AAF TRS Escrow Account” contemporaneously with the execution and deliv-ery delivery of this SubAgreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to: Name: Continental Stock Transfer & Trust Co. AAF TRS ESCROW ACCOUNT Or: CST&T AAF TRS ESCROW ACCOUNT Bank: XX Xxxxxx Xxxxx, NY Account: 530-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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.060116 ABA: 000000000 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Units, including the Common Stock, into which the Units are convertible and Warrants and the Common Stock issuable upon exercise of the Warrants (defined below) (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.” 1.3 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingRisk Factors), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents Subscriber understands that the Securities are being purchased for his own accounthave not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, for investment and not for distribution pledge, assign or resale to others. The Subscriber agrees that he will not sell otherwise transfer or other-wise transfer such securi-ties dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10 The Subscriber understands that there is no public market for the Common Stock and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable.V. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's ’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereofin Section 7.4 below. 1.15 1.17 The Subscriber hereby represents thatacknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as set forth in required by law; provided, that the Offering Documents, no representations or war-ranties have been made to Company may use the name of the Subscriber by for any offering or in any registration statement filed pursuant to Article V in which the Company or any agent (including, without limitation, any placement agent or syndicate participant), employee or affiliate of Subscriber’s shares are included. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Securities by the Subscriber in entering into violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this transaction, Agreement (including the Sub-xxxxxxx is not relying on any informa-tion, other than that Confidential Investor Questionnaire contained in the Offering Documents and the results of inde-pendent investigation Article VII herein) or any other document furnished by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing 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 Securitiesthis transaction.

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 such number of Units or fractions thereof and the Company agrees to sell such Units to the Subscriber as is set forth upon the signature page hereof at a price equal to $3.20 100,000 per Unit, and Unit (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"Initial Offering Price"). The purchase price is payable by (i) check personal or business check, wire transfer of immediately available funds or money order made payable to Symbollon Pharmaceuticals"Fleet Bank, Escrow Agent, F/B/O Conversion Technologies International, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, " contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The certificates representing the Preferred Stock will be delivered by the Company within ten (10) days following the consummation of the relevant Closing Date as set forth in Article III hereof. The Subscriber understands understands, however, that this pur-chase purchase of Securities Units is contin-gent contingent upon the Company acceptance making sales of a minimum of thirty (30) Units prior to the termination date 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 MemorandumOffering. 1.2 The Subscriber recognizes that the purchase of Securities Units involves a high degree of risk in that including, but not limited to, the following: (i) the Company has had only remains a development stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (ii) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iii) he the Subscriber may not be able to liquidate his investment; (iv) transferability transfer ability of the Securities is extremely limited; and (v) in the event of a disposi-tiondisposition of the Securities, an investor the Subscriber could sustain the loss of his entire investmentinvestment and (vi) the Company has not paid any dividends since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Term Sheet (as defined below) furnished by the Company to the Subscriber. 1.3 The Subscriber represents that he the Subscriber 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 the Subscriber's responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. 1.4 The Subscriber hereby acknowledges and represents that he (i) the Subscriber has prior investment experience, including investment in securities which are non-listed and non-registered securitieslisted, unregistered and/or not traded on the Nasdaq National or Small Cap Market, a national stock exchange nor on the NASD's automated quotation system for actively traded stocks, or he the Subscriber has employed the services of an investment advisor, attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities Units and to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber's behalf, and that he ; (ii) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (iii) the Subscriber is able to bear the economic risk which the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of (a) the Memorandum Confidential Term Sheet dated August 8, 1997 as supplemented and amended, and the attachments and exhibits thereto, all of which constitute an integral part thereof (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, collectively the "Offering DocumentsTerm Sheet"), ) and (b) this Agreement and all attachments to it; and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which he had the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the terms and con-di-tions conditions of the Offering, Offering and has received any addi-tional additional information which he had the Subscriber has requested. 1.6 (a) The Subscriber has relied solely upon the information provided by the Company in the Term Sheet and in this Agreement in making the decision to invest in the Units. To the extent necessary, the Subscriber has retained, at the expense of the Subscriber, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Units hereunder. The Subscriber acknowledges and agrees that the Placement Agent has not supplied any information for inclusion in the Term Sheet other than information furnished in writing to the Company by the Placement Agent specifically for inclusion in the Term Sheet relating to the Placement Agent, that the Placement Agent has no responsibility for the accuracy or completeness of the Term Sheet and that the Subscriber has not relied upon the independent investigation or verification, if any, which may have been undertaken by the Placement Agent. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Placement Agent (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with, and who are not compensated by, the Company or any affiliate or selling agent of the Company, including the Placement Agent, directly or indirectly) has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this Offering the offering of Units has not been reviewed by the United States Securities and Exchange Commission (the "SEC" or the "Commission") because of or any state regulatory authority, since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant exempt from the registration requirements of Section 5 of the Act pursuant to Section 4(2) of Regulation D promulgated under the Act. The Sub-xxxxxxx repre-sents 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 shall not sell or other-wise otherwise transfer such securi-ties the Securities unless they are registered under the Act or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, Securities comprising 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”), Units 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 the Subscriber's investment inten-tionintention. In this connection, the Subscriber under-stands that it is the position of the SEC hereby represents that the statutory basis Subscriber is purchasing the Securities comprising the Units for such exemption would the Subscriber's own account for investment and not be present if his repre-senta-tion merely meant that his present intention was with a view toward the resale or distribution 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 periodothers. The Sub-xxxxxxx realizes thatSubscriber, in if an entity, was not formed for the view purpose of purchasing the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableSecurities. 1.8 1.10 The Subscriber understands that although there currently is a public market for the Common Stock, Rule 144 (the "RuleRule 144") promul-gated promulgated under the Act requires, among other condi-tionsconditions, a one-one year holding period period, prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Units or any of the Securities comprising the Units under the Act except or any state securities or "blue sky" laws other than as set forth in Article IV herein. V. 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 Sub-xxxxxxx agrees to hold the Company and its direc-torsdirectors, officers officers, employees, controlling persons and con-trolling per-sons agents (including the Placement Agent and its officers, directors, employees, counsel, controlling persons and agents) and their respec-tive respective heirs, representatives, suc-cessors successors and assigns harmless and to indemnify them against all liabili-tiesliabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Subscriber contained herein or in this Agreement (including the Selling Securityholder Questionnaire and Accredited Confidential Investor Questionnaire or contained in Article VII herein), (ii) any sale or distribution by the undersigned Sub-xxxxxxx Subscriber in violation of the Act or any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, applicable state securities or (ii) following any sale of such Shares pursuant to the Rule"blue sky" laws, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements any untrue statement of the Securities Act (including judicial interpretations and pronouncements issued a material fact made by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below Subscriber and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradablecontained herein. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the that such Securities stating that they have not been regis-tered registered under the Act or any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. 1.12 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his the Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company (with the consent of the Placement Agent) and the Placement Agent, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional Units and to close the offer Offering to the Subscriber at any time. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersignedSubscriber's principal residence if he the Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units and the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.15 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other entity, (a) it xx xxthorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.16 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below. 1.17 The Subscriber acknowledges that at such time, if ever, as the Securities are registered, sales of the Securities will be subject to state securities laws, including those of the State of New Jersey which require any securities sold in New Jersey to be sold through a registered broker-dealer or in reliance upon an exemption from registration. 1.18 Subject to the proviso below, the Subscriber hereby agrees that for a period of nine (9) (the "Lock-Up Period") months from the effective date of the Registration Statement (as defined in Section 5.2 hereof), the Subscriber will not, without the prior written consent of the Placement Agent, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, 75% of the Registrable Securities (as defined in Section 5.1) purchased or acquired by the Subscriber, provided, however, that, -------- ------- following each three month period after the Effective Date, an amount of Registrable Securities equal to 25% of the number of Registrable Securities purchased or acquired by the Subscriber shall become exempt from the lock-up provisions contained in this sentence. For the sake of clarity, 25% of the Registrable Securities will not be subject to any lock-up. In addition, the Subscriber agrees that during the period from the date that the Subscriber was first contacted with respect to the potential purchase of Securities through the last date upon which the Subscriber holds any Securities or Registrable Securities, the Subscriber will not directly or indirectly, through related parties, affiliates or otherwise sell "short" or "short against the box" (as those terms are generally understood) or otherwise engage in any "hedging" transactions with respect to any equity security of the Company; provided, -------- however, that it shall not be a violation of this Section 1.18, if the ------- Subscriber places a sell order for Registrable Securities prior to the conversion of the Preferred Stock or at the time the conversion is requested, relies on the signaCompany to deliver such Registrable Securities in accordance with Section 5.4(h) and completes the sale of such Registrable Securities before the Company delivers the Registrable Securities to the Subscriber. In addition, the Subscriber agrees that during any applicable Lock-ture page hereofUp Period it will not convert any of the Preferred Stock with respect to which the underlying Registrable Securities are subject to such Lock-Up Period. 1.15 1.19 The Subscriber hereby represents thatsubscriber acknowledges that (i) the Company has engaged, except as set forth consented to and authorized the Placement Agent in connection with the Offering Documentstransactions contemplated by this Agreement, no representations (ii) the Company shall pay the Placement Agent a commission and reimburse expenses in accordance with the Placement Agency Agreement dated April 1, 1997 (the "Placement Agency Agreement"), and the Company shall indemnify and hold harmless the Subscribers from and against all fees, commissions or war-ranties have been made to the Subscriber other payments owing by the Company to the Placement Agent or any agent other person or firm acting on behalf of the Company hereunder and (iii) that registered representatives of the Placement Agent and/or its designees (including, without limitation, any placement agent or syndicate participantregistered representatives of the Placement Agent and/or its designees who participate in the Offering and sale of the securities sold in the Offering) shall be paid a portion of the commissions paid to the Placement Agent including a portion of the Placement Warrants (as defined below), employee or affiliate . 1.20 In consideration for the covenants of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber. 1.16 If the Subscriber is a Georgia resident, the Sub-xxxxxxx 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. 1.17 If the Subscriber is a Florida resident2.11, the Subscriber may have covenants to vote any voting securities purchased by the right, to Subscriber hereunder (or obtained upon conversion of such securities) in favor of an increase in 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. 1.18 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 8.0% cash compensation and Warrants equal to 20.0% of the authorized shares of Common Stock issued (the “Placement Agent Warrants”). 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 Securitiesa minimum of 40,000,000 and in any case a number of shares sufficient for the purpose of conversion of all the Series A Preferred Stock sold in or related to this Offering including without limitation, (x) the Common Stock underlying the Placement Warrants and (y) the Common Stock underlying the Preferred Stock resulting from dividends paid on the Preferred Stock (or such other amount as may be authorized by the Board of Directors of the Company). If the Subscriber fails to so vote such securities in accordance with this Section 1.20, the Subscriber will not be entitled the to rights conferred in Section 2.11.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, from time to time and up until October 31, 2008 the Subscriber Company may send the Subscribers written notice (said notice can be given by fax, email or by regular USPS mail) requesting that the Subscribers purchase the number of Units stated in such notice(s) at a purchase price of $4.00 per unit. Said notice can not be given more frequently than once per any thirty (30) day period (the “Company’s Notice”). The Subscribers hereby subscribes irrevocably subscribe for and agrees agree to purchase from the Company the number of Units set forth upon in the signature page hereof at a price Company’s Notice (up to an aggregate of 1,250,000 Units for all notices). In each Company Notice Company shall request that Subscriber purchase no less than 100,000 units and no more than 200,000 units in any given Notice period. Subscriber shall wire within thirty days of the receipt of the Company’s Notice an amount equal to $3.20 per Unitthe Company’s Notice. (the “Subscription Amount”). Within thirty (30) business days of the Company’s receipt of the Subscription Amount, and the Company agrees shall send to sell such number of Units for said purchase price. Subscriptions will be accepted only for an even number of Units - no fractional the Subscribers stock certificates representing the Common Stock and Warrants will be issuedpurchased. The purchase price is payable Company hereby takes into account the 356,250 Units already subscribed for by (i) check made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with Subscriber through the wire transfer instructions set forth above, contemporaneously with date of the execution and deliv-ery signing of this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent 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 the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains an early stage business with limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscribers may not be able to liquidate his their investment; (ivd) transferability of the Securities Units, including the Common Stock and Warrants contained therein and the Common Stock issuable upon the exercise of the Warrants, is extremely limited; and (ve) in the event of a disposi-tiondisposition of the Units (or the Common Stock, an investor Warrants or Common Stock issuable upon the exercise of the Warrants, the Subscribers could sustain the loss of his their entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends, and (g) the shares of the Company’s Common Stock are junior to the rights and preferences of the shares of Series A Preferred Stock which are currently outstanding and the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.3 The Each Subscriber represents that he such Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his the Subscriber’s responses to the Accredited Investor Ques-tion-nairequestions contained in Article VII hereof, and that he the Subscriber is able to bear the economic risk of an investment in the Securities. 1.4 in the Units. The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed and non-registered securitieslisted, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and to evalu-ate evaluate the merits and risks of such an investment in the Units on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 1.4 The Subscriber hereby acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing)Agreement, the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addistatements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-tional information which he had requestedexisting relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.7 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the ActSecurities Act pursuant to Regulation D promulgated thereunder. The Sub-xxxxxxx repre-sents 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 other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion from such registration is available. 1.7 The Subscriber understands that the shares of Units, including the Common Stock, the Warrants, and Warrants the shares of Common Stock issuable upon exercise of the Warrants (the shares of Units, the Common Stock sold in Stock, the Offering Warrants and the shares of Common Stock issuable upon exercise of the Warrants collectively shall be Common Stock are hereinafter sometimes referred to as the “SharesSecurities”), have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Units unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.9 The Subscriber understands that there is no public market for the Common Stock or any other securities of the Company and that no market may develop for any the Common Stock or any other securities of the Company. The Subscriber understands that even if a public market develops for such Common Stock, Rule 144 (the "Rule"“Rule 144”) promul-gated promulgated under the Securities Act requiresrequires for non-affiliates, among other condi-tionsconditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Securities under the Securities Act except or any state securities or “blue sky” laws other than 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System.V. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they such Securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate and each Warrant shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS”, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.11 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves Company, at its sole discretion, reserve the unrestricted right to reject right, without further documentation or limit any sub-scription and to close agreement on the offer at any timepart of the Subscriber. 1.13 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15 The Subscriber acknowledges that if he or she is a Regis-tered Repre-sentative Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's ’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties 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 Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the SubscriberSection 7.4 below. 1.16 If the The Subscriber is a Georgia resident, the Sub-xxxxxxx hereby acknowledges that at such time, if ever, as the Securities have been sold are registered (as such term is defined in reliance on Paragraph (13) of Code Section 10-5-9 Article V hereof), sales of the Georgia Securities Act of 1973will be subject to state securities laws. 1.17 If (a) Subject to the Subscriber is a Florida residentprovision below, the Subscriber may have hereby agrees that from 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 earlier to occur of (Ai) payment the date of the purchase has been made to Symbollon or its agent or (B) communication initial public offering 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. 1.18 The Company may pay brokerage commissions, finders’ fees and/or similar compensation to certain third parties Common Stock (the “Placement AgentsIPO”) or (ii) the first date (the “Trading Date”) on which the Common Stock trades on a national securities exchange or (on the NASDAQ) (a “Trading Event”) and continuing for a period of 180 days thereafter or such longer period as may be requested by the underwriter or underwriters, in the case of an IPO (the “Lock-Up Period”), the Subscriber will not, without the prior written consent of the Company, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, the Registrable Shares (as defined in Section 5.1) purchased or acquired by the Subscriber. In addition, the Subscriber agrees that during the period from the date that Subscriber was first contacted with respect to the potential purchase of the Units through the last date upon which Subscriber holds any Units or Registrable Shares, the Subscriber will not directly or indirectly, through related parties, affiliates or otherwise sell “short” or “Agents”short against the box” (as those terms are generally understood) of up to a 8.0% cash compensation and Warrants equal to 20.0% any equity security of the shares of Common Stock issued (the “Placement Agent Warrants”). 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 SecuritiesCompany.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forthforth and in the Confidential Private Offering Memorandum dated August 11, 2008 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the such number of Units set forth upon the signature page hereof at a price equal to $3.20 per UnitUnits, 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 issuedto the Subscriber as is set forth on the signature page hereof, at a price equal to $125,000 per Unit. The purchase price is payable by (i) personal or business check or money order made payable to Symbollon Pharmaceuticals“Signature Bank, as Escrow Agent for Sahara Media, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, ” contemporaneously with the execution and deliv-ery delivery of this Sub-scription AgreementAgreement by the Subscriber. The Subscriber understands howeverSubscribers may also pay the subscription amount by, that this pur-chase wire transfer of Securities is contin-gent 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.immediately payable funds to: Signature Bank 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA#: 000000000 A/C#: 1500970525 1.2 The Subscriber recognizes that the purchase of Securities the Units involves a high degree of risk in that including, but not limited to, the following: (ia) the Company has had only remains a development stage business with a limited operations, minimal revenues operating history and requires sub-stantial substantial funds in addition to the proceeds of this private place-ment, the Offering; (iib) an investment in the Company is highly speculative speculative, and only inves-tors investors who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiic) he the Subscriber may not be able to liquidate his its investment; (ivd) transferability of the Securities Common Stock and the Warrants is extremely limited; and (ve) in the event of a disposi-tiondisposition, an investor the Subscriber could sustain the loss of his its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.” 1.3 The Subscriber represents that he the Subscriber is an "“accredited investor" ” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his responses to the Accredited Investor Ques-tion-naire, and that he the Subscriber is able to bear the economic risk of an investment in the SecuritiesUnits. The Subscriber is referred to the section of the Memorandum entitled “Investor Qualifications” and to the Confidential Prospective Purchaser Questionnaire for a full explanation of the term “accredited investor”. 1.4 The Subscriber hereby acknowledges and represents that he (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in non-listed and non-registered securities, or he the Subscriber has employed the services of an investment advisora “purchaser representative” (as defined in Rule 501 of Regulation D), attorney or and/or accountant to read all of the documents furnished or made available by the Company both to him the Subscriber and to all other prospective investors in the Securities and Units to evalu-ate evaluate the merits and risks of such an investment on his the Subscriber’s behalf, and that he ; (b) the Subscriber recognizes the highly specu-lative speculative nature of this invest-mentinvestment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ingRisk Factors), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents")including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby rep-resents represents that he the Subscriber has been furnished by the Company during the course of this transaction the Offering with all information regarding the Company which he had Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers officers or other representatives of the Company con-cerning concerning the Company and the terms and con-di-tions conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any addi-tional statements made or information which he had requestedprovided by any person or entity in the course of Subscriber’s consideration of an investment in the Units other than the Offering Materials. 1.6 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 1.8 The Subscriber hereby acknowledges that this the Offering has not been reviewed by the United States U.S. Securities and Exchange Commission ("the “SEC"”) because of nor any state regulatory authority since the Com-pany's repre-sentations that this Offering is intended to be a nonpublic offering pur-suant to exempt from the registration requirements of Section 4(2) 5 of the Act. The Sub-xxxxxxx repre-sents that the Securities are being purchased for his own account, for investment and not for distribution or resale Act pursuant to othersRegulation D promulgated thereunder. The Subscriber understands that the Common Stock, the Warrant Shares (defined below), and the Warrants have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees that he will not sell to sell, pledge, assign or other-wise otherwise transfer such securi-ties or dispose of the Common Stock, Warrant Shares, or Warrants unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemp-tion exemption from such registration is available. 1.7 1.9 The Subscriber understands that the shares of Common Stock, the Warrants, Warrant Shares 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 Securities Act by reason of a claimed exemption under the provisions of the Securities Act which that depends, in part, upon his the Subscriber’s investment inten-tionintention. In this connection, the Subscriber under-stands hereby represents that the Subscriber is purchasing the Units for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it is was not formed for the position purpose of purchasing the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion 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 Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not availableUnits. 1.8 1.10 The Subscriber understands that there is a limited trading market for the Common Stock and that an active market may not develop for the Common Stock. The Subscriber understands that even if an active market develops for the Common Stock, Rule 144 (the "Rule") promul-gated promulgated under the Securities Act requiresrequires for non-affiliates (“Rule 144”), among other condi-tionsconditions, a one-year holding period commencing as of the date that the Company files “Form 10 information” with the SEC, prior to the resale (in limited amounts) of securities acquired in a non-public offer-ing offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and Company is under no obligation to register any of the Shares Common Stock, the Warrant Shares, or the Warrants under the Securities Act except or any state securities or “blue sky” laws other than as set forth in Article IV herein. V. 1.11 The Subscriber consents agrees that if and to the Company may, if it desires, permit the transfer of the Shares out of his name only when his request for transfer is accompanied extent required by an opinion underwriter 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 Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, 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 Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of Common Stock in an initial public offering, the undersigned will execute a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver “lock-up” agreement regarding some or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates undersigned’s Common Stock thereby agreeing not to sell such securities for Securities subject to legend removal hereunder shall be transmitted by the transfer agent a period of time after completion of the Company to public offering whether or not such securities are included in the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company Systempublic offering. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an affirmative statement or representation that such Shares are freely tradable. 1.11 1.12 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating Common Stock, the Warrant Shares, and the Warrants that they such securities have not been regis-tered registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereofthereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 1.12 1.13 The Subscriber understands that the Company will review this Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire Agreement and is hereby given authority by the undersigned Subscriber to call his Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company Company, at its sole discretion, reserves the unrestricted right right, without further documentation or agreement on the part of the Subscriber, to reject or limit any sub-scription subscription, to accept subscriptions for fractional shares of Common Stock and to close the offer Offering to the Subscriber at any timetime and that the Company will issue stop transfer instructions to its transfer agent with respect to such Common Stock. 1.13 1.14 The Subscriber hereby represents that the address of the Subscriber furnished by him at Subscriber on the end of this Subscription Agreement signature page hereof is the undersigned's Subscriber’s principal residence if he Subscriber is an individual or its principal business address if it is a corpora-tion corporation or other entity. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative 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 signa-ture page hereof. 1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or war-ranties have been made to that the Subscriber by has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Company or any agent (includingUnits. This Agreement constitutes the legal, without limitation, any placement agent or syndicate participant), employee or affiliate valid and binding obligation of the Company and Subscriber, enforceable against the Subscriber in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriberaccordance with its terms. 1.16 If the Subscriber is a Georgia residentcorporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Sub-xxxxxxx hereby Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.17 The Subscriber acknowledges that at such time, if ever, as the Securities have been Common Stock and the Warrant Shares are registered (as such term is defined in Article V hereof), sales of the Common Stock and Warrant Shares will be subject to state securities laws. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law; provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant to Article V in which the Subscriber’s Common Stock is included. 1.19 The Subscriber understands that the Units are being offered and sold in reliance on Paragraph (13) specific exemptions from the registration requirements of Code Section 10-5-9 federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the Georgia Securities Act of 1973. 1.17 If the Subscriber is a Florida residentrepresentations, the Subscriber may have the rightwarranties, to the extent provided in Section 517.061(11)(a)(5) of the Florida Securities Actagreements, to withdraw his subscription for the purchase acknowledgments, 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 understandings set forth herein indicating his intention in order to withdraw. Such letter determine the applicability of such exemptions and the undersigned’s suitability to acquire Units. 1.20 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or telegram should be set and postmarked prior to the end distribution of the aforementioned third business day. It is advisable to send such letter Common Stock, Warrant Shares, or Warrants by certified mail, return receipt requested, to ensure that it is received and also to evidence the time it was mailed. If Subscriber in violation of the request is made orally, in person Securities Act or by telephone to an officer of Symbollon, a written confirmation that the request has been received should be requested. 1.18 The Company may pay brokerage commissions, finders’ fees and/or similar compensation to certain third parties (the “Placement Agents” any applicable state securities or “Agents”blue sky” laws; or (b) of up any false representation or warranty or any breach or failure by the Subscriber to a 8.0% cash compensation and Warrants equal comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Agents did not prepare any of the information to be delivered to prospective investors foregoing 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 Securitiesthis transaction.