Exhibit 10.4



 





Exhibit 10.4




			
	 	 	 
	 	 	 
	Warrant No. [     ]
	 	Number of Shares: [          ]

(subject to adjustment)
	 	 	 
	Date of Issuance: October ___, 2007	 	 
	 	 	 
	Original Issue Date (as defined in subsection 

2(a)): October ___, 2007	 	 






Aastrom Biosciences, Inc.




Common Stock Purchase Warrant




(Void after [___])




     Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), for value received, hereby
certifies that [                    ], or its registered assigns (the “Registered Holder”), is
entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any
time or from time to time after the six-month and one day anniversary of the date of issuance and
on or before 5:00 p.m. (New York time) on April [  ], 2013 (the “Exercise Period”), [     ] shares
of Common Stock, no par value per share, of the Company (“Common Stock”), at a purchase price of
$[_______] per share. The shares purchasable upon exercise of this Warrant, and the purchase price
per share, each as adjusted from time to time pursuant to Section 2 of this Warrant, are
hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This
Warrant is one of a series of Warrants issued by the Company in connection with an offering of
Common Stock, pursuant to (and shall be entitled to certain applicable rights contained in) those
certain purchase agreements dated as of October [    ], 2007 (the “Purchase Agreements”), each
between the Company and the investor signatory thereto, and of like tenor, except as to the number
of shares of Common Stock subject thereto (collectively, the “Company Warrants”).



     1. Exercise.



          (a) Exercise for Cash. The Registered Holder may, at its option, elect to exercise
this Warrant, in whole or in part and at any time or from time to time during the Exercise Period,
by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal office of the Company, or at
such other office or agency as the Company may designate, accompanied by payment in full, in lawful
money of the United States, of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the
purchase form shall be sufficient for purposes of exercising this Warrant, provided that the
Company receives the Registered Holder’s original signature within three (3) business days
thereafter.




          (b) Cashless Exercise.




               (i) In the event that the Registration Statement relating to the Warrants is no longer
effective under the Securities Act of 1933, as amended, the Registered Holder may, at its option,
elect to exercise this Warrant, in whole or in part, during the Exercise Period, on a cashless
basis, by surrendering this Warrant, with the purchase form appended



 









 




hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the
principal office of the Company, or at such other office or agency as the Company may designate, by
canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the
number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to
this subsection 1(b), the number of Warrant Shares issued to the Registered Holder shall be
determined according to the following formula:




X = Y(A-B)
           
A




	 	 	 	 	 
	Where:

	 	X =
	 	the number of Warrant Shares that shall be issued to the
Registered Holder;
	 
	 	 	 	 
	 

	 	Y =
	 	the number of Warrant Shares for which this Warrant is being exercised
(which shall include both the number of Warrant Shares issued to the Registered Holder
and the number of Warrant Shares subject to the portion of the Warrant being cancelled
in payment of the Purchase Price);
	 
	 	 	 	 
	 

	 	A =
	 	the Fair Market Value (as defined below) of one share of Common Stock; and
	 
	 	 	 	 
	 

	 	B =
	 	the Purchase Price then in effect.






               (ii) The Fair Market Value per share of Common Stock shall be determined as follows:



                    (1) If the Common Stock is listed on a national securities exchange, the Nasdaq National
Market or another nationally recognized trading system as of the Exercise Date, the Fair Market
Value per share of Common Stock shall be deemed to be the closing price per share of Common Stock
thereon on the trading day immediately preceding the Exercise Date (provided, that,
if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be
determined pursuant to clause (2) below).



                    (2) If the Common Stock is not listed on a national securities exchange, the Nasdaq National
Market or another nationally recognized trading system as of the Exercise Date, the Fair Market
Value per share of Common Stock shall be deemed to be the amount most recently determined by the
Board of Directors of the Company (the “Board”) to represent the fair market value per share of the
Common Stock (including without limitation a determination for purposes of granting Common Stock
options or issuing Common Stock under any plan, agreement or arrangement with employees of the
Company); and, upon request of the Registered Holder, the Board (or a representative thereof)
shall, as promptly as reasonably practicable but in any event not later than 10 days after such
request, notify the Registered Holder of the Fair Market Value per share of Common Stock and
furnish the Registered Holder with reasonable documentation of the Board’s determination of such
Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination
within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall
provide or cause to be provided to the Registered Holder notice of, a determination of the Fair
Market



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Value per share of the Common Stock within 15 days of a request by the Registered Holder that
it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed
until such determination is made and notice thereof is provided to the Registered Holder.
Notwithstanding the foregoing, in the event the Registered Holder disagrees with the determination
of the Board as to the calculation of Fair Market Value for purposes of this subsection (2), Fair
Market Value shall be determined by any member of the NASD or other nationally recognized appraisal
firm selected mutually by the holders of Company Warrants holding 60% of the number of shares of
Common Stock then subject to Company Warrants and the Company or, if they cannot agree upon such
selection, as selected by two such members of the NASD or nationally recognized appraisal firm, one
of which shall be selected by the holders of Company Warrants holding 60% of the number of shares
of Common Stock then subject to Company Warrants and one of which shall be selected by the Company.



          (c) Exercise Date. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this Warrant shall have
been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the “Exercise Date”).
At such time, the person or persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have
become the holder or holders of record of the Warrant Shares represented by such certificates.




          (d) Issuance of Certificates. As soon as practicable after the exercise of this
Warrant in whole or in part, and in any event within three (3) business days thereafter, the
Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered
Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct:




               (i) a certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to
which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to
Section 3 hereof; and



               (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant
Shares equal (without giving effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so
exercised.



               provided, that, in addition to any other rights available to the Registered
Holder, if the Company fails to deliver to the Registered Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise by the close of business on the third
Trading Day after the date of exercise, and if after such third Trading Day the Registered Holder
is required by its broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Registered Holder of the Warrant Shares which the
Registered Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1)
pay in cash to the Registered Holder the amount by which (x) the Registered Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was
required to deliver to the Registered Holder in connection with the exercise at issue times (B) the
price at which the sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Registered Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the Registered Holder the
number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Registered Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company
shall be required to pay the Registered Holder $1,000. The Registered Holder shall provide the
Company written notice indicating the amounts payable to the Registered Holder in respect of the
Buy-In, together with applicable confirmations and other evidence reasonably requested by the
Company. Nothing herein shall limit a Registered Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant
to the terms hereof. “Trading Day” means a day on which the Common Stock is traded on a
Trading Market. “Trading Market” means the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market,
the AMEX, the New York Stock Exchange or the Nasdaq National Market.




     2. Adjustments.



          (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or
from time to time after the date on which this Warrant was first issued (or, if this Warrant was
issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date
on which such original warrant was first issued) (the “Original Issue Date”) effect a subdivision
of the outstanding Common Stock, the Purchase Price then in effect immediately before that
subdivision shall be proportionately decreased. If the Company shall at any time or from time to
time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase
Price then in effect immediately before the combination shall be



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proportionately increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision or combination becomes effective.




          (b) Adjustment for Certain Dividends and Distributions. In the event the Company at
any time, or from time to time after the Original Issue Date shall make or issue, or fix a record
date for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a fraction:




                    (1) the numerator of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of business on such record
date, and



                    (2) the denominator of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of business on such record
date plus the number of shares of Common Stock issuable in payment of such dividend or
distribution;


provided, however, that if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed therefor, the
Purchase Price shall be recomputed accordingly as of the close of business on such record date and
thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual
payment of such dividends or distributions.




          (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be
made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares
purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.




          (d) Adjustments for Other Dividends and Distributions. In the event the Company at
any time or from time to time after the Original Issue Date shall make or issue, or fix a record
date for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company (other than shares of Common Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned surplus,
determined in accordance with generally accepted accounting principles), then and in each such
event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in
addition to the number of shares of Common Stock issuable hereunder, the kind and amount of
securities of the Company, cash or other property which the Registered Holder would have been
entitled to receive had this Warrant been exercised on the date of such event and had the
Registered Holder thereafter, during the period from the date of such event to and including the
Exercise Date, retained any such securities receivable



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during such period, giving application to all adjustments called for during such period under
this Section 2 with respect to the rights of the Registered Holder.




          (e) Adjustment for Reorganization. If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the Company in which the
Common Stock is converted into or exchanged for securities, cash or other property (other than a
transaction covered by subsections 2(a) or 2(d)) (collectively, a “Reorganization”), then,
following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind
and amount of securities, cash or other property which the Registered Holder would have been
entitled to receive pursuant to such Reorganization if such exercise had taken place immediately
prior to such Reorganization. In any such case, appropriate adjustment (as determined reasonably
and in good faith by the Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter of the Registered
Holder, to the end that the provisions set forth in this Section 2 (including provisions with
respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable,
as nearly as reasonably may be, in relation to any securities, cash or other property thereafter
deliverable upon the exercise of this Warrant. This Warrant shall remain exercisable for the full
term of the Exercise Period notwithstanding any Reorganization.




          (f) Adjustments for Fundamental Transactions. If, at any time while this Warrant is
outstanding, (A) the Company effects any merger or consolidation of the Company with or into
another Person, (B) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (each
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Registered Holder shall have the right to receive, for each Warrant Share that would have been
issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
the number of shares of Common Stock of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such 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. For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on
the amount of Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Registered Holder shall be
given the same choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this Section 3(f) and insuring that this Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent transaction analogous to
a Fundamental Transaction.




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          (g) Notice of Adjustments. 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 give notice thereof to the Registered 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. Upon the
occurrence of each adjustment of the Purchase Price pursuant to this Section 2, the Company at its
expense shall give notice of such adjustment of the Purchase Price to the Registered Holder, which
notice shall (i) state the number of Warrant Shares (and other securities or property) purchasable
upon the exercise of this Warrant, (ii) the Purchase Price of such Warrant Shares (and other
securities or property) after such adjustment, and (iii) set forth the computation by which such
adjustment was made.




     3. Fractional Shares. The Company shall not be required upon the exercise of this
Warrant to issue any fractional shares, but shall pay the value thereof to the Registered Holder in
cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to
subsection 2(e) above.



     4. Transfers, etc.



          (a) The Company will maintain a register containing the name and address of the Registered
Holder of this Warrant. The Registered Holder may change its address as shown on the warrant
register by written notice to the Company requesting such change.




          (b) Subject to compliance with any applicable securities laws and the terms and conditions set
forth in this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit
II hereto) at the principal office of the Company (or, if another office or agency has been
designated by the Company for such purpose, then at such other office or agency). The Company
shall promptly register any such transferee requested by the prior Registered Holder as the
Registered Holder hereof.




     5. No Impairment. The Company will not, by amendment of its charter 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 action as may be necessary or appropriate in order to protect
the rights of the Registered Holder against impairment. The Company shall take all commercially
reasonable steps to maintain the listing and trading of the Company’s shares of Common Stock on the
Nasdaq Capital Market or a national exchange. If the Company fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this Warrant, the Company
shall pay to the Holder such amounts as shall be sufficient to cover any third party costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Registered Holder in collecting any amounts due pursuant hereto or in
otherwise enforcing any of its rights, powers or remedies hereunder.



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     6. Limitation on Exercise. Notwithstanding anything to the contrary contained herein,
the number of shares of Common Stock that may be acquired by the Registered 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 Registered Holder and its Affiliates (as defined below) and
any other Persons (as defined below) whose beneficial ownership of Common Stock would be aggregated
with the Registered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), does not exceed 4.999% 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 a purchase form hereunder will constitute a representation by the Registered 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 purchase form is permitted under this
paragraph. This provision shall not restrict the number of shares of Common Stock which a
Registered Holder may receive or beneficially own in order to determine the amount of securities or
other consideration that such Registered Holder may receive in the event of a merger or other
business combination or reclassification involving the Company as contemplated in Section 2(e) of
this Warrant. This restriction may not be waived. For purposes of this Section 1(d), “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person as such terms are used in and construed
under Rule 144. With respect to a Registered Holder, any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as such Registered Holder will
be deemed to be an Affiliate of such Purchaser. For purposes of this Section 1(d), “Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind.



     7. Notices of Record Date, etc. In the event:



          (a) the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling
or enabling them to receive any dividend or other distribution, or to receive any right to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive
any other right; or




          (b) of any capital reorganization of the Company, any reclassification of the Common Stock of
the Company, any consolidation or merger of the Company with or into another corporation, or any
transfer of all or substantially all of the assets of the Company; or




          (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will send or cause to be sent to the Registered Holder a
notice specifying, as the case may be, (i) the record date for such dividend, distribution or
right, and the amount and character of such dividend, distribution or right, or (ii) the effective
date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed, as of



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which the holders of record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common
Stock (or such other stock or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date
for the event specified in such notice.




     8. Reservation of Stock; Registration. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant, such number of
Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable
upon the exercise of this Warrant. The Warrant Shares issuable upon exercise of this Warrant shall
be registered at the sole expense of the Company pursuant to the Registration Statement (or, if
necessary, another registration statement with the SEC) described in the Purchase Agreement in
order to permit the free tradability of the Warrant Shares without restriction.



     9. Exchange or Replacement of Warrants.



          (a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 4 hereof,
issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new
Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock (or other
securities, cash and/or property) then issuable upon exercise of this Warrant.




          (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon
delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.




     10. Notices. All notices and other communications from the Company to the Registered
Holder in connection herewith shall be mailed by certified or registered mail, postage prepaid, or
sent via a reputable nationwide overnight courier service guaranteeing next business day delivery,
to the address last furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection herewith shall be
mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide
overnight courier service guaranteeing next business day delivery, to the Company at its principal
office set forth below. If the Company should at any time change the location of its principal
office to a place other than as set forth below, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location of its principal
office at the particular time shall be as so specified in such notice. All such notices and
communications shall be deemed delivered one business day after being sent via a reputable
international overnight courier service guaranteeing next business day delivery.



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     11. No Rights as Shareholder. Until the exercise of this Warrant, the Registered
Holder shall not have or exercise any rights by virtue hereof as a shareholder of the Company.
Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by
means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted
as of the date of the distribution of the dividend (rather than as of the record date for such
dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the
distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon
such exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.



     12. Amendment or Waiver. Any term of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) with the written
consent of the Company and the holders of Company Warrants representing at least two-thirds the
number of shares of Common Stock then subject to outstanding Company Warrants. Notwithstanding the
foregoing, (a) this Warrant may be amended and the observance of any term hereunder may be waived
without the written consent of the Registered Holder only in a manner which applies to all Company
Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant and the
Purchase Price of this Warrant may not be amended, and the right to exercise this Warrant may not
be waived, without the written consent of the Registered Holder (it being agreed that an amendment
to or waiver under any of the provisions of Section 2 of this Warrant shall not be considered an
amendment of the number of Warrant Shares or the Purchase Price). The Company shall give prompt
written notice to the Registered Holder of any amendment hereof or waiver hereunder that was
effected without the Registered Holder’s written consent. No waivers of any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.



     13. Specific Performance. The Company acknowledges and agrees that the Registered
Holder may be irreparably damaged if any provision of this Warrant is not performed in accordance
with its terms or otherwise breached. Accordingly, the Company agrees that the Registered Holder
may be entitled, subject to a determination by a court of competent jurisdiction, to injunctive
relief to prevent any such failure of performance or breach and to enforce specifically this
Warrant and any terms and provisions hereof.



     14. Section Headings. The section headings in this Warrant are for the convenience of
the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of
the parties.



     15. Governing Law. This Warrant will be governed by and construed in accordance with
the internal laws of the State of New York (without reference to the conflicts of law provisions
thereof). The Company hereby irrevocably consents to the non-exclusive jurisdiction of the state
and federal courts located in New York City, New York in connection with any action or proceeding
arising out of or relating to this Warrant. In any such litigation the Company agrees that the
service thereof may be made by certified or registered mail directed to the Company at the address
of its principal executive office as set forth in its public filings with the Securities and
Exchange Commission.



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     16. Facsimile Signatures. This Warrant may be executed by facsimile signature.



* * * * * * *




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     EXECUTED as of the Date of Issuance indicated above.



	 	 	 	 	 
	 	AASTROM BIOSCIENCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT I




PURCHASE FORM




			
	 	 	 
	To: Aastrom Biosciences, Inc.
	 	Dated: ___






     The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___),
hereby elects to purchase (check applicable box):



     o ___ shares of the Common Stock of Aastrom Biosciences, Inc. covered by such Warrant; or



     o the maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in subsection 1(b).



     The undersigned herewith makes payment of the full purchase price for such shares at the price
per share provided for in such Warrant. Such payment takes the form of (check applicable box or
boxes):




	 	o	 	$___ in lawful money of the United States; and/or











	 	o	 	the cancellation of such portion of the attached Warrant as is exercisable for
a total of ___ Warrant Shares (using a Fair Market Value of $______ per share for
purposes of this calculation) ; and/or






	 	o	 	the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 1(b), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 1(b).





	 	 	 	 	 
	 	 	 
	 	Signature:  	
 	 
	 	 	 
	 	Address:  	
 	 
	 	 	 
	 	  	
 	 








 









 








EXHIBIT II




ASSIGNMENT FORM





     FOR VALUE RECEIVED, ______ hereby sells, assigns and transfers all of
the rights of the undersigned under the attached Warrant (No. ___) with respect to the number of
shares of Common Stock of Aastrom Biosciences, Inc. covered thereby set forth below, unto:



	 	 	 	 	 	 	 	 	 
	Name of Assignee	 	Address	 	No. of Shares





	 	 	 
	 
	 	 
	Dated: _______________________

	 	Signature: _____________________________
	 
	 	 
	Signature Guaranteed:
	 	 
	 
	 	 
	By: ________________________

	 	 





The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.