Aastrom Biosciences, Inc. 46,154,000 Shares of Common Stock Class A Warrants to Purchase 34,615,500 Shares of Common Stock Class B Warrants to Purchase 23,077,000 Shares of Common Stock UNDERWRITING AGREEMENTAastrom Biosciences Inc • January 15th, 2010 • Biological products, (no disgnostic substances) • New York
Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you (the “Underwriter”) an aggregate of (i) 46,154,000 shares (the “Firm Shares”) of common stock, no par value per share (the “Common Stock”), (ii) Class A warrants to purchase 34,615,500 shares of Common Stock (the “Firm Class A Warrants”) and (iii) Class B warrants to purchase 23,077,000 shares of Common Stock (the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants” and the Firm Warrants collectively with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase (i) up to an additional 6,923,100 shares of Common Stock (the “Option Shares”) and/or (ii) Class A warrants to purchase up to an additional 5,192,325 shares of Common Stock (the “Option Class A Warrants”) and/or (iii) Class B warrants to purchase up to an additional 3,461,
