THE TERMS OF THE NOTES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE TERMS OF
A SUBSCRIPTION AGREEMENT AND AN INTERCREDITOR AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FROM HYBRIDON, INC. (THE "COMPANY"). NEITHER THESE SECURITIES NOR THE
NOTES ISSUABLE UPON EXERCISE HEREOF NOR THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN EXEMPTION THEREFROM. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE
STATE SECURITIES LAWS.
THE SECURED PARTY (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) SHALL BE THE
EXCLUSIVE AGENT OF THE HOLDER OF THE NOTES ISSUABLE UPON EXERCISE HEREOF WITH
RESPECT TO CERTAIN ACTIONS UNDER SUCH NOTES AND UNDER THE SUBSCRIPTION
AGREEMENT; THE SECURED PARTY, IN ITS SOLE DISCRETION, MAY TAKE OR FOREBEAR FROM
TAKING CERTAIN ACTIONS UNDER THE NOTES AND UNDER THE SUBSCRIPTION AGREEMENT ON
BEHALF OF THE HOLDERS OF NOTES.
HYBRIDON, INC.
Class G Warrant for the Purchase of
Notes due 2002
No. G-1 $387,100 principal amount
of Notes due 2002
FOR VALUE RECEIVED, HYBRIDON, INC., a Delaware corporation
(the "Company"), hereby certifies that Pillar Investments Ltd. or its registered
assigns (the "Holder") is entitled to purchase from the Company, subject to the
provisions of this Warrant (the "Warrant"), at any time on or after December 13,
1999 (the "Initial Exercise Date"), and prior to 5:00 P.M., New York City time,
on November 30, 2006 (the "Termination Date"), three hundred eighty-seven
thousand one hundred dollars ($387,100) principal amount of Notes due 2002
("Notes") of the Company, at an exercise price of one hundred ten percent (110%)
of such Notes' principal amount, for an aggregate exercise price of four hundred
twenty-five thousand eight hundred ten dollars ($425,810) (the aggregate
purchase price payable for the Warrant Notes hereunder is hereinafter sometimes
referred to as the "Aggregate Exercise Price"). The Notes deliverable upon such
exercise are hereinafter sometimes referred to as the "Warrant Notes." The
exercise price per dollar principal amount of Notes (i.e. one dollar and ten
cents ($1.10)) is hereinafter sometimes referred to as the "Per Dollar Exercise
Price."
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1. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part, at any
time by its Holder commencing on the Initial Exercise Date and prior to the
Termination Date by presentation and surrender of this Warrant, together with
the duly executed subscription form attached at the end hereof, at the address
set forth in Subsection 8(a) hereof, together with payment, by certified or
official bank check or wire transfer payable to the order of the Company, of the
Aggregate Exercise Price or the proportionate part thereof if exercised in part.
(b) If this Warrant is exercised in part only, the Company
shall, upon presentation of this Warrant upon such exercise, execute and deliver
(along with the certificate for the Warrant Notes purchased) a new Warrant
evidencing the rights of the Holder hereof to purchase the balance of the
Warrant Notes purchasable hereunder upon the same terms and conditions as herein
set forth. Upon proper exercise of this Warrant, the Company promptly shall
deliver the Warrant Notes to the Holder duly legended as authorized by the
subscription form.
(c) The execution of this Warrant shall also constitute the
Holder's agreement to be bound by the terms of a Subscription Agreement and a
Subordination and Intercreditor Agreement, copies of which are available from
the Company.
2. Reservation of Warrant Shares; Fully Paid Shares; Taxes.
The Company hereby represents that it has, and until expiration of this Warrant
agrees that it shall, reserve for issuance or delivery upon exercise of this
Warrant, such number of Notes and such number of shares of Common Stock as shall
be required for issuance and/or delivery upon exercise of this Warrant and
conversion of the Notes issuable upon exercise hereof in full, and agrees that
all Warrant Notes and shares of Common Stock so issued and/or delivered will be
validly issued, fully paid and non-assessable, and further agrees to pay all
taxes and charges that may be imposed upon such issuance and/or delivery.
3. [Reserved.]
4. Limited Transferability. This Warrant may not be sold,
transferred, assigned or hypothecated by the Holder except in compliance with
the provisions of the Act and the applicable state securities "blue sky" laws,
and is so transferable only upon the books of the Company which it shall cause
to be maintained for such purpose. The Company may treat the registered Holder
of this Warrant as he or it appears on the Company's books at any time as the
Holder for all purposes. The Company shall permit any Holder of a Warrant or his
duly authorized attorney, upon written request during ordinary business hours,
to inspect and copy or make extracts from its books showing the registered
holders of Warrants. All Warrants issued upon the transfer or assignment of this
Warrant will be dated the same date as this Warrant, and all rights of the
holder thereof shall be identical to those of the Holder.
5. Loss, etc., of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and
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cancellation of this Warrant, if mutilated, the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor and denomination.
6. Investment Intent.
(a) The Holder represents, by accepting this Warrant, that it
understands that this Warrant and any securities obtainable upon exercise of
this Warrant have not been registered for sale under Federal or state securities
laws and are being offered and sold to the Holder pursuant to one or more
exemptions from the registration requirements of such securities laws. The
Holder is an "accredited investor" within the meaning of Regulation D under the
Securities Act of 1933, as amended (the "Act"). In the absence of an effective
registration of such securities or an exemption therefrom, any certificates for
such securities shall bear the legend set forth on the subscription form hereof.
The Holder understands that it must bear the economic risk of its investment in
this Warrant and any securities obtainable upon exercise of this Warrant for an
indefinite period of time, as this Warrant and such securities have not been
registered under Federal or state securities laws and therefore cannot be sold
unless subsequently registered under such laws, unless as exemption from such
registration is available.
(b) The Holder, by his acceptance of this Warrant, represents
to the Company that it is acquiring this Warrant and will acquire any Notes
obtainable upon exercise of this Warrant and any shares of Common Stock
obtainable upon conversion of such Notes for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Act. The Holder agrees that this Warrant and any such Notes and
Common Stock will not be sold or otherwise transferred unless (i) a registration
statement with respect to such transfer is effective under the Act and any
applicable state securities laws or (ii) such sale or transfer is made pursuant
to one or more exemptions from the Act.
7. Status of Holder. This Warrant does not confer upon the
Holder any right to vote or to consent to or receive notice as a stockholder of
the Company, as such, in respect of any matters whatsoever, or any other rights
or liabilities as a stockholder, prior to the exercise hereof.
8. Notices. No notice or other communication under this
Warrant shall be effective unless, but any notice or other communication shall
be effective and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:
(a) the Company at 000 Xxxxxxx Xxxxxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx, 00000 Attention: X. Xxxxxxx Xxxxxxxxx, III, or such
other address as the Company has designated in writing to the Holder;
or
(b) the Holder at Pillar Investments Ltd., 00 Xxxxxx xx
Xxxxxxx, Xxxxx, Xxxxxx 00000 or such other address as the Holder has
designated in writing to the Company.
9. Headings. The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.
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10. Applicable Law. This Warrant shall be governed by and
construed in accordance with the law of the Commonwealth of Massachusetts
without giving effect to principles of conflicts of law thereof.
4
IN WITNESS WHEREOF, X. Xxxxxxx Xxxxxxxxx, III, acting for and
on behalf of the Company, has executed this Warrant and caused the Company's
corporate seal to be hereunto affixed and attested by its Secretary or Assistant
Secretary as of December __, 1999.
HYBRIDON, INC.
By:____________________________________
Name: X. Xxxxxxx Xxxxxxxxx, III
Title: President and Chief Executive
Officer
ATTEST:
--------------------------------
Secretary or Assistant Secretary
[Corporate Seal]
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SUBSCRIPTION
The undersigned, ____________________________, pursuant to the
provisions of the foregoing Warrant, hereby elects to exercise the within
Warrant to the extent of purchasing $_________________ principal amount of Notes
due 2002 thereunder and hereby makes payment of $_______________ by certified or
official bank check in payment of the exercise price therefor. The undersigned
further consents to the placement of the following legends on such Notes:
THE TERMS OF THIS NOTE ARE SUBJECT TO THE TERMS OF A SUBSCRIPTION
AGREEMENT AND AN INTERCREDITOR AGREEMENT, COPIES OF WHICH ARE AVAILABLE
FROM HYBRIDON, INC. (THE "COMPANY"). THE SECURITIES REPRESENTED BY THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO
BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE
LAWS OF OTHER APPLICABLE JURISDICTIONS.
THE SECURED PARTY (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) IS THE
EXCLUSIVE AGENT OF THE HOLDER OF THIS NOTE WITH RESPECT TO CERTAIN
ACTIONS HEREUNDER AND UNDER THE SUBSCRIPTION AGREEMENT; THE SECURED
PARTY, IN ITS SOLE DISCRETION, MAY TAKE OR FOREBEAR FROM TAKING CERTAIN
ACTIONS HEREUNDER AND UNDER THE SUBSCRIPTION AGREEMENT ON BEHALF OF THE
HOLDERS OF NOTES.
Dated:_______________ Signature:_____________________________
Address:_______________________________
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ASSIGNMENT
FOR VALUE RECEIVED _______________________________________
hereby sells, assigns and transfers unto _____________________________________
the foregoing Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint _____________________________, attorney, to transfer said
Warrant on the books of Hybridon, Inc.
Dated:_______________ Signature:_____________________________
Address:______________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED __________________________ hereby assigns
and transfers unto _________________________ the right to purchase $__________
principal amount of Notes due 2002 of Hybridon, Inc. covered by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
thereby, and does irrevocably constitute and appoint __________________________,
attorney, to transfer that part of said Warrant on the books of Hybridon, Inc.
Dated:_______________ Signature:___________________________
Address:_____________________________
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