[LETTERHEAD OF PILLAR INVESTMENTS]
December __, 1999
Hybridon, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Attn: Xx. X. Xxxxxxx Xxxxxxxxx, III.
Ladies and Gentlemen:
This letter agreement (this "Agreement") is to confirm our
understanding regarding the compensation to be paid by Hybridon, Inc. (the
"Company") to Pillar Investments Ltd. and its affiliates and designees
(collectively "Pillar") in connection with the Company's private placement
offering (the "Offering") of Notes due 2002 ("Notes").
The Company shall issue to Pillar additional Notes (the "In-Kind Fee")
in an aggregate principal amount equal to nine percent (9%) of the aggregate
principal amount of Notes purchased in the Offering by investors introduced to
the Company by Xxxxxx.
The Company shall issue to Pillar warrants (the "Unit Purchase
Warrants") to purchase additional Notes in an aggregate principal amount equal
to ten percent (10%) of the aggregate principal amount of Notes purchased in the
Offering by investors introduced to the Company by Xxxxxx. The Unit Purchase
Warrants shall be exercisable until and including November 30, 2006 at an
exercise price equal to 110 percent (110%) of the Notes' principal amount.
The Company shall pay in cash all reasonable out-of-pocket expenses
incurred by Xxxxxx in providing services with respect to the Offering, including
reasonable fees and disbursements of Pillar's counsel, within thirty (30) days
of submission of a bill or bills accompanied by reasonably detailed
documentation by Xxxxxx.
Notwithstanding the foregoing, the Company's obligations to issue the
In-Kind Fee and the Unit Purchase Warrants and to reimburse Pillar's Placement
Expenses pursuant to this Agreement shall be subject to the condition precedent
that the Company will have had delivered to it a fairness opinion in form and
substance deemed by the Company, in its sole discretion, to satisfy the
requirements of that certain Indenture, relating to the 9% Convertible
Subordinated Notes Due 2004 of the Company, between the Company and State Street
Bank and Trust Company, dated as of March 26, 1997, as amended.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law. The parties hereto
Hybridon, Inc.
December __, 1999
Page 2
irrevocably consent to the jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or relating to this Agreement, any document or
instrument delivered pursuant to, in connection with or simultaneously with this
Agreement, or a breach of this Agreement or any such document or instrument. In
any such action or proceeding, each party hereto waives personal service of any
summons, complaint or other process and agrees that service thereof may be made
in accordance with this Paragraph. Within thirty (30) days after such service,
or such other time as may be mutually agreed upon in writing by the attorneys
for the parties to such action or proceeding, the party so served shall appear
or answer such summons, complaint or other process. Pillar hereby appoints
Xxxxxxxx & Xxxxxx Ltd. as its agent for purposes of notice hereunder and to
receive on behalf of Pillar service of copies of summons and complaints and
other process which may be served in any such action or proceeding. All such
notices to Pillar shall be sent to Xxxxxxxx & Xxxxxx, Ltd., 00 Xxxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Xxxxx X. Xxxxxxx, Esq.
This Agreement shall be binding upon Pillar and the Company and the
successors and assigns of Pillar.
This Agreement is intended, and for all purposes shall be construed, to
supersede any existing agreements, whether written, oral or otherwise, between
the parties hereto regarding Pillar's rights to compensation in connection with
the Offering.
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
Agreement.
Sincerely yours,
PILLAR INVESTMENTS LTD.
By:___________________________
Name:
Title:
Confirmed as of the date hereof:
HYBRIDON, INC.
By:__________________________________
Name: X. Xxxxxxx Xxxxxxxxx, III.
Title: President and CEO
