7,694,220 Shares and Warrants to Purchase 3,077,688 Shares ACUSPHERE, INC. Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 12th, 2007 • Acusphere Inc • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2007 • Acusphere Inc • Pharmaceutical preparations • New York
[____] A. Delivery by crediting the account of the Investor’s prime broker (as specified by the Investor on Exhibit A annexed hereto) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby the Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number and released by American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction. 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 • June 12th, 2007 • 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 December 15, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on June 15, 2012 (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 $3.10. 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 June 11, 2007 between the Company and the Investor. This Warrant is one of a series of warra
