Exhibit
10.1


COMMON STOCK
PURCHASE WARRANT


To Purchase
[__________] Shares of Common Stock of


ACUSPHERE, INC.


Date of Issuance:  June 15, 2007


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 warrants issued as of the date hereof (the “Warrants”) pursuant to subscription
agreements substantially the same as the Subscription Agreement (the “Subscription Agreements”).


1.             Title
to Warrant.  Prior to the Termination
Date and subject to compliance with applicable laws and to the conditions set
forth in Section 7 hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by
the Holder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.


2.             Authorization
of Shares.  The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).


3.             Exercise of Warrant.  


(a)           Except
as provided elsewhere herein, exercise of the purchase rights represented by
this Warrant may be made at any time or times on or after the Initial Exercise
Date until 5:00 p.m. (New York City time) on the Termination Date by delivery
of the Notice of Exercise Form annexed hereto (the “Warrant Exercise Document”) duly executed, at the office of
the Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered Holder at the address of such Holder
appearing on the books of the Company) and upon payment of the Exercise Price
of the shares thereby purchased by (i) wire transfer or cashier’s check drawn
on a United States bank, or (ii) if permitted, by “cashless exercise” pursuant
to Section 3(c) below.  On or before the
third (3rd)
business day following the date on which the Company has received the Exercise
Price and the Warrant Exercise Document (the “Share
Delivery Date”), Certificates for Warrant Shares purchased hereunder
shall be 













 


transmitted
by the transfer agent of the Company to the Holder by crediting the account of
the Holder’s prime broker with the Depository Trust Company through its Deposit
Withdrawal Agent Commission (“DWAC”)
system if the Company’s transfer agent is a participant in such system, and
otherwise by physical delivery to the address specified by the Holder in the
Notice of Exercise Form.  This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such
shares for all purposes, as of the date the Warrant has been exercised by
payment to the Company of the Exercise Price and all taxes required to be paid
by the Holder, if any, pursuant to Section 5 hereof, prior to the
issuance of such shares, have been paid.


(b)           If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


(c)           If at any time on or after the
Initial Exercise Date until 5:00 p.m. on the Termination Date, the Holder is
not permitted to sell Warrant Shares pursuant to registration statement (File
No. 333-134263) or otherwise, and the fair market value of one share of the
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant by payment of cash or by
check, the Holder may elect to receive shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the
Holder a number of shares of Common Stock computed using the following formula:


	
   

  	
  X = Y (A-B)

  	
   

  
	
   

  	
  A

  	
   

  



 


Where X = the
number of shares of Common Stock to be issued to the Holder


Y =                            the
number of shares of Common Stock purchasable under this Warrant or, if only a
portion of this Warrant is being exercised, the portion of this Warrant being
canceled (at the date of such calculation)


A =                          the
fair market value of one share of the Company’s Common Stock (at the date of
such calculation)


B =                              Exercise
Price (as adjusted to the date of such calculation)


For purposes of the above calculation, the “fair
market value” of one share of Common Stock shall mean (i) the average of the
closing sales prices for the shares of Common Stock on the Nasdaq Global Market
or other trading market where such security is listed or traded as reported by
Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to the Holder if
Bloomberg Financial 



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Markets is not then reporting sales prices of such security)
(collectively, “Bloomberg”) for the ten (10) consecutive
trading days immediately preceding such date, or (ii) if the Nasdaq Global
Market is not the principal trading market for the shares of Common Stock, the
average of the reported sales prices reported by Bloomberg on the principal
trading market for the Common Stock during the same period, or, if there is no
sales price for such period, the last sales price reported by Bloomberg for
such period, or (iii) if neither of the foregoing applies, the last sales price
of such security in the over-the-counter market on the pink sheets or bulletin
board for such security as reported by Bloomberg, or if no sales price is so
reported for such security, the last bid price of such security as reported by
Bloomberg or (iv) if fair market value cannot be calculated as of such date on
any of the foregoing bases, the fair market value shall be as determined by the
Board of Directors of the Company in the exercise of its good faith judgment.


4.             No
Fractional Shares or Scrip.  No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.  As to any
fraction of a share, which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise Price.


5.             Charges,
Taxes and Expenses.  Issuance of
certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however, that
in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall
be accompanied by the Assignment Form attached hereto duly executed by the
Holder; and the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.  For avoidance of doubt, it is understood that
taxes based upon income are not incidental to the issuance of such certificates
and shall be the responsibility of the Holder.


6.             Closing
of Books.  The Company will not close
its stockholder books or records in any manner, which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.


7.             Transfer,
Division and Combination.


(a)           Subject
to compliance with any applicable securities laws and the conditions set forth
in Sections 1 and 7(d) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. 
Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled.  A Warrant, if properly
assigned, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.



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(b)           This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. 
Subject to compliance with Section 7(a), as to any transfer which
may be involved in such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be
divided or combined in accordance with such notice.


(c)           The
Company shall prepare, issue and deliver at its own expense (other than
transfer taxes) the new Warrant or Warrants under this Section 7.


(d)           The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.


8.             No
Rights as Shareholder until Exercise. 
This Warrant does not entitle the Holder to any voting rights or other
rights as a shareholder of the Company prior to the exercise hereof. Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price (or
if permitted hereunder, by means of a cashless exercise), the Warrant Shares so
purchased shall be and be deemed to be issued to such Holder as the record owner
of such shares as of the close of business on the later of the date of such
surrender or payment.


9.             Loss,
Theft, Destruction or Mutilation of Warrant.  The Company covenants that upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


10.           Saturdays,
Sundays, Holidays, etc.  If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.


11.           Adjustments
of Exercise Price and Number of Warrant Shares.  The number and kind of securities purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the following.  In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares,
(iii) combine its outstanding shares of Common Stock into a smaller number
of shares of Common Stock, or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant 



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Shares
or other securities of the Company which it would have owned or have been
entitled to receive had such Warrant been exercised in advance thereof.  Upon each such adjustment of the kind and
number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing such product by the number of Warrant Shares or other
securities of the Company resulting from such adjustment.  An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.


12.           Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into
another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to
the terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring
corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the
Company, then the Holder shall have the right thereafter to receive upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of Warrant
Shares for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12.
For purposes of this Section 12, “common stock of the successor or
acquiring corporation” shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock
of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 12 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.


13.           Limitation
on Exercise.  Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares
of Common Stock then beneficially owned by such Holder and its Affiliates and
any other Persons whose 



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beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of
Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number
of issued and outstanding shares of Common Stock (including for such purpose
the shares of Common Stock issuable upon such exercise).  For such purposes, beneficial ownership shall
be determined in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. 
Each delivery of an Exercise Notice hereunder will constitute a
representation by the Holder that it has evaluated the limitation set forth in
this paragraph and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this paragraph.  This provision shall not restrict the number
of shares of Common Stock which a Holder may receive or beneficially own in
order to determine the amount of securities or other consideration that such
Holder may receive in the event of a merger or other business combination or
reclassification involving the Company as contemplated in Section 12 of
this Warrant.  This restriction may not
be waived without the consent of the Holder.


14.           Notice
of Adjustment.  Whenever the number
of Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly give notice thereof to the Holder, which
notice shall state the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.


15.           Notice
of Corporate Action.  If at any
time:  (a) the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, or any right to subscribe for or
purchase any evidences of its indebtedness, any shares of stock of any class or
any other securities or property, or to receive any other right, or  (b) there shall be any capital reorganization
of the Company, any reclassification or recapitalization of the capital stock
of the Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation or, (c) there shall be a
voluntary or involuntary dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days’ prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up.  Each such written notice shall be
sufficiently given if addressed to Holder at the last address 



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of
Holder appearing on the books of the Company and delivered in accordance with Section
18(c).


16.           Authorized
Shares.  The Company covenants that
during the period the Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant.  The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant.  The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of
any requirements of the Principal Market upon which the Common Stock may be
listed at such time.


Except
and to the extent as waived or consented to by the Holder, the Company shall
not by any action, including, without limitation, amending its articles of
organization or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant
against impairment.  Without limiting the
generality of the foregoing, the Company will (a) not increase the par
value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of this Warrant, and (c) use commercially reasonable efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.


Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


17.           Company’s
Failure to Timely Deliver Securities. 
If the Company shall fail for any reason or for no reason to issue to
the Holder within five (5) business days of receipt of written notice from the
Holder that it has delivered the Warrant Exercise Document and exercise price
and failed to receive shares in exchange therefore, a certificate for the
number of shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register or to credit the
Holder’s balance account with DTC for such number of shares of Common Stock to
which the Holder is entitled upon the Holder’s exercise of this Warrant, then,
in addition to all other remedies available to the Holder, the Company shall
pay in cash to the Holder on each day after such fifth business day that the
issuance of such shares of Common Stock is not timely effected an amount equal
to 1.0% of the product of (A) the sum of the number of shares of Common Stock
not issued to the Holder on a timely basis and to which the Holder is entitled
and (B) the weighted average price of the shares of Common Stock on the trading
day immediately preceding the last possible date which the Company could have
issued 



 7
 









 


such
shares of Common Stock to the Holder without violating Section 3.  In addition to the foregoing, if within five
(5) trading days after the Company’s receipt of the facsimile copy of Warrant
Exercise Document the Company shall fail to issue and deliver a certificate to
the Holder and register such shares of Common Stock on the Company’s share
register or credit the Holder’s balance account with DTC for the number of
shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise hereunder, and if on or after such trading day the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock issuable upon
such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within
five (5) business days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased (the “Buy-In
Price”), at which point the Company’s obligation to deliver such
certificate (and to issue such shares of Common Stock) shall terminate, or (ii)
promptly honor its obligation to deliver to the Holder a certificate or
certificates representing such shares of Common Stock and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In Price over the
product of (A) such number of shares of Common Stock, times (B) the weighted
average price on the date of exercise.


18.           Miscellaneous.


(a)           Jurisdiction.
All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. 
Each party hereby irrevocably submits to the non-exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


(b)           Nonwaiver.  No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice Holder’s rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination Date.



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(c)           Notices.  Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Subscription
Agreement.


(d)           Limitation
of Liability.  No provision hereof,
in the absence of any affirmative action by Holder to exercise this Warrant or
purchase Warrant Shares, and no enumeration herein of the rights or privileges
of Holder, shall give rise to any liability of Holder for the purchase price of
any Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


(e)           Remedies.  Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.


(f)            Successors
and Assigns.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of Holder. The provisions of this
Warrant are intended to be for the benefit of all Holders from time to time of
this Warrant and shall be enforceable by any such Holder or holder of Warrant
Shares.


(g)           Amendment.  Except as provided in Section 13, this
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the holders of Warrants issued under the
Subscription Agreements representing two-thirds of the Warrant Shares issuable under Warrants then
outstanding as of the date such consent is sought; provided, however, that
(i) no such amendment shall adversely affect any Holder differently than it
affects all other Holders, unless such Holder consents thereto and (ii) no amendment may
increase the Exercise Price, decrease the number of shares or class of shares
obtainable upon exercise of this Warrant or decrease the time period in which
this Warrant can be exercised without the written consent of the Holder.


(h)           Severability.  Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.


(i)            Headings.  The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


(j)            Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.



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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.


Dated: June [__], 2007


	
   

  	
  ACUSPHERE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


FORM OF NOTICE OF
EXERCISE


To: Acusphere, Inc.


(1)           The
Warrant is currently exercisable to purchase a total of ______________ Warrant
Shares.


(2)           The
undersigned Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.


(3)           The
Holder intends that payment of the Exercise Price shall be made as (check one):


____       “cash
exercise” under Section 3(a)


____       “cashless
exercise” under Section 3(c) (if permitted)


(4)           If
the holder has elected a cash exercise, the Holder shall pay the sum of
$____________ to the Company in accordance with the terms of the Warrant.


(A)                  Pursuant
to this exercise, the Company shall deliver to the holder ____________ Warrant
Shares in accordance with the terms of the Warrant.


(B)                   Following
this exercise, the Warrant shall be exercisable to purchase a total of
______________ Warrant Shares.


(5)           Please
issue a certificate or certificates representing said Warrant Shares in the
name of the undersigned or in such other name as is
specified below:


_______________________________


The Warrant Shares shall
be delivered to the following:


_______________________________


_______________________________


_______________________________


OR


DWAC the shares
to:


	
   

  	
  DTC#

  	
   

  	
   

  
	
   

  	
  Account #

  	
   

  	
   

  
	
   

  	
  Reference#

  	
   

  	
   

  



 


	
   

  	
  SIGNATURE OF HOLDER

  
	
   

  	
  Dated as of: ___________ ___, 200_

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
				














ASSIGNMENT FORM


for


Common Stock
Purchase Warrant

of Acusphere, Inc.


(To assign the
foregoing Warrant, execute

this form and supply required information. 


Do not use this form to exercise the warrant.)


FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to


	
   

  	
   whose address
  is

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed: 

  	
   

  	
   

  
							



 


NOTE: The
signature to this Assignment Form must correspond with the name as it appears
on the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.