ACUSPHERE, INC. Common Stock ($0.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 7th, 2006 • Acusphere Inc • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2006 • Acusphere Inc • Pharmaceutical preparations • New York
o A. Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of ACUSPHERE, INC.Common Stock Purchase Warrant • April 7th, 2006 • Acusphere Inc • Pharmaceutical preparations • New York
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October , 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Date of Issuance (the “Termination Date”) but not thereafter, to subscribe for and purchase from Acusphere, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $7.97. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated as of April , 2006 between the Company and the Investor. This Warrant is one of a series of
