1 Exhibit 4.8 ============================================================================ - ----------------- --------------- NUMBER SHARES [Hybridon LOGO] HP - ----------------- --------------- SERIES A CONVERTIBLE SEE REVERSE FOR PREFERRED STOCK CERTAIN DEFINITIONS HYBRIDON, INC. INCORPORATION UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 44860M 88 4 ---------------------------------------------------------- THIS CERTIFIES THAT IS THE OWNER OF ---------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES $.01 PAR VALUE, OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF =================================HYBRIDON, INC.================================= transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are issued under and subject to the laws of the State of Delaware and the provisions of the Restated Certificate of Incorporation and By-laws of the Corporation, as from time to time amended. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [HYBRIDON, INC. SEAL 1989 DELAWARE] /s/ Suhdir Agrawal COUNTERSIGNED AND REGISTERED PRESIDENT MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR BY /s/ Robert Andersen AUTHORIZED SIGNATURE TREASURER ============================================================================= 2 HYBRIDON, INC. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------- (Cust) (Minor) under Uniform Gifts to Minors Act -------------------------- (State) Additional abbreviations may also be used though not in the above list. For value received, ____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ Shares _________________________________________________________________________ of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney ________________________________________________________________________________ to transfer the said stock on the books of the within named Company with full power of substitution in the premises. Dated __________________ ________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: ________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. Pursuant to Section 151 of the Delaware General Corporation Law, Hybridon, Inc. (the "Company") will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.