0001104659-12-017111 Sample Contracts

AASTROM BIOSCIENCES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2012 • Aastrom Biosciences Inc • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2012, by and among Aastrom Biosciences, Inc., a corporation organized under the laws of the State of Michigan (the “Company”), and each of the persons or entities listed on Exhibit A hereto (the “Purchasers”).

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AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • March 9th, 2012 • Aastrom Biosciences Inc • Biological products, (no disgnostic substances) • Michigan

This Amendment No.1 to Shareholder Rights Agreement, effective as of March 9, 2012 (the “Amendment”), amends the Shareholder Rights Agreement, dated August 11, 2011 (the “Rights Agreement”), by and between Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2012 • Aastrom Biosciences Inc • Biological products, (no disgnostic substances) • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 9, 2012, by and among Aastrom Biosciences, Inc., a Michigan corporation, (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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