Warrant No. [ ] Number of Shares: [ ] (subject to adjustment) Date of Issuance: October ___, 2007 Original Issue Date (as defined in subsection 2(a)): October ___, 2007Aastrom Biosciences Inc • October 16th, 2007 • Services-commercial physical & biological research • New York
Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), for value received, hereby certifies that [ ], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time after the six-month and one day anniversary of the date of issuance and on or before 5:00 p.m. (New York time) on April [ ], 2013 (the “Exercise Period”), [ ] shares of Common Stock, no par value per share, of the Company (“Common Stock”), at a purchase price of $[_______] per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to Section 2 of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants issued by the Company in connection with an offering of Common Stock, pursuant to (and shall be entitled to certain appli
October , 2007 Aastrom Biosciences, Inc. Domino’s Farms, Lobby K, 24 Frank Lloyd Wright Dr., Ann Arbor, MI 48105 Ladies and Gentlemen: The undersigned (the “Investor”), hereby confirms and agrees with you as follows:Purchase Agreement • October 16th, 2007 • Aastrom Biosciences Inc • Services-commercial physical & biological research • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
ESCROW AGREEMENT among AASTROM BIOSCIENCES, INC., BMO CAPITAL MARKETS CORP. and THE BANK OF NEW YORK Dated as of October 15, 2007 ACCOUNT NUMBER(S): SHORT TITLE OF ACCOUNT: Aastrom Biosciences, Inc./BMO CapitalEscrow Agreement • October 16th, 2007 • Aastrom Biosciences Inc • Services-commercial physical & biological research • New York
This Escrow Agreement (the “Agreement”) is dated as of October 15, 2007, among Aastrom Biosciences, Inc., a Michigan corporation with its principal office at 24 Frank Lloyd Wright Drive, P.O. Box 376, Ann Arbor, Michigan 48106 (the “Company”), BMO Capital Markets Corp., as placement agent (the “Placement Agent”), and The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8th Floor West, New York, New York 10286 (the “Escrow Agent”).
AASTROM BIOSCIENCES, INC. 11,842,105 shares of Common Stock, no par value per share Warrants for purchase of 5,921,053 shares of Common Stock PLACEMENT AGENCY AGREEMENTAastrom Biosciences Inc • October 16th, 2007 • Services-commercial physical & biological research • New York
Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 11,842,105 units (the “Units”), each consisting of one share of common stock, no par value per share (the “Common Stock”), and one warrant to purchase 0.5 shares of the Company’s common stock (the “Warrants” and, together with the Common Stock, the “Securities”). The shares of Common Stock and Warrants are immediately separable and will be issued separately to the Investors. The Company hereby confirms its agreement with BMO Capital Markets Corp. (“BMO” or the “Placement Agent”) to act as placement agent in connection with such issuance and sale.
