Exhibit 10.14 


 


Execution Version


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement
(this “Agreement”) is entered into as of May 13, 2021, by and between Osiris Acquisition Corp., a Delaware corporation
(the “Company”), and Osiris Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).


 


Recitals


 


WHEREAS, the Company was incorporated
as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of 23,000,000 units (or 26,450,000 units if the underwriters’
over-allotment option (the “IPO Option”) is exercised in full) (the “Public Units”) at a price of
$10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(the “Class A Shares,” and the Class A Shares included in the Public Units, the “Public Shares”),
and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise
price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, the Company’s
sponsor, Osiris Sponsor, LLC, has agreed to purchase an aggregate of 6,600,000 warrants (or 7,290,000 warrants if the IPO Option is exercised
in full) at a price of $1.00 per warrant in a private placement that will close simultaneously with the closing of the IPO (the “Private
Placement Warrants”);


 


WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which concurrently with the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, on a private placement basis, the number of units (the “Forward Purchase Units”) determined pursuant
to Section 1(a) hereof, each comprised of one Class A Share (each, a “Forward Purchase Share”) and one-half of one
warrant (each, a “Forward Purchase Warrant”), on the terms and conditions set forth herein (the Forward Purchase Shares,
the Forward Purchase Warrants underlying the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants, the
 “Forward Purchase Securities”);


 


WHEREAS, proceeds from the
IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into
a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement; and


 


WHEREAS, the amounts available
to the Company from the Trust Account (after giving effect to any redemptions of Public Shares and the payment of the deferred fees due
to the underwriters of the IPO) and any other equity or debt financing obtained by the Company in connection with the Business Combination
(the “Available Cash”), together with the proceeds from the sale of the Forward Purchase Units, will be used to satisfy
the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining amounts specified
in the definitive agreement for the Business Combination (the “Definitive Agreement”) to be retained for use by the
post-Business Combination company for working capital or other purposes (the “Cash Requirements”);


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 






     


     


    

 


Agreement


 


1.  Sale
and Purchase.


 


(a)  Forward Purchase
Units.


 


(i)         Subject
to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company,
the number of Forward Purchase Units determined by the Company in an amount not to exceed 5,000,000 Forward Purchase Units (the “Maximum
Amount”) for a purchase price of $10.00 per Forward Purchase Unit. The Maximum Amount may be increased at the request of the Company,
but only if agreed to in writing by the Purchaser in its sole discretion. The Forward Purchase Units will be separable into the Forward
Purchase Shares and Forward Purchase Warrants at the option of the holder. Each Forward Purchase Warrant will have the same terms as each
Private Placement Warrant, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO.


 


(ii)       The
Company shall require the Purchaser to purchase the Forward Purchase Units by delivering notice (a “Notice”) to the
Purchaser, at least five (5) Business Days before the proposed funding of the aggregate purchase price (the “Forward Purchase
Price”), specifying the anticipated date of the Business Combination Closing. At least one (1) Business Day before the anticipated
date of the Business Combination Closing specified in a Notice, the Purchaser shall fund the Forward Purchase Price in an amount set forth
in a Notice to an account notified by the Company to the Purchaser. If the Business Combination Closing does not occur within ten (10)
days after the Purchaser funds the Forward Purchase Price in full, the Forward Purchase Price shall be automatically returned to the Purchaser, provided that
the return of the Forward Purchase Price shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder.
For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither
a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City
of New York, New York. The obligation to consummate the purchase of the Forward Purchase Units set forth in this Section 1(a) shall
be transferable or assignable by the Purchaser to one or more third parties to the extent contemplated by Section 4(b).


 


(iii)       The
closing of the sale of the Forward Purchase Units (the “Forward Closing”) shall be held on the same date and concurrently
with the Business Combination Closing. At the Forward Closing, the Company shall issue to the Purchaser the Forward Purchase Units in
the amount determined in accordance with this Section 1(a).


 


(iv)        At
the Forward Closing, upon payment of the Forward Purchase Price, the Company shall issue the Forward Purchase Units to the Purchaser in
book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities
laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated
by the Purchaser, as applicable, pursuant to written instructions delivered by the Purchaser.


  


(b)  Legends.
Each register and book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing the
Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


  


SECURITIES EVIDENCED BY THIS CERTIFICATE AND
ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






     


     


    

 


2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)  Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c)  Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.


 


(d)  Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note,
indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which
it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser,
in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement.


 






(e)  Purchase Entirely
for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which
by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be acquired
by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this
Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase
Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency
thereof.


 


(f)   Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the
terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the
Company’s management.


 


(g)  Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not been, and will
not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these
laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company
has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward Purchase Securities
may be converted or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time
and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are outside
of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges
that the Company filed the Registration Statement for its proposed IPO. The Purchaser understands that the offering of the Forward Purchase
Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section
11 of the Securities Act with respect to the Forward Purchase Securities.


  






     


     


    

 


(h)  No Public
Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made
no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i) High Degree of Risk.
The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of risk which could cause
the Purchaser to lose all or part of its investment.


 


(j) Accredited Investor.
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k)  No General
Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly
or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection
with the offer and sale of the Forward Purchase Units.


 


(l) Residence. The
Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature
page hereof.


 


(m) Non-Public Information.
The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating
to the Company.


 


(n)  Adequacy of
Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its obligations
under this Agreement.


 


(o)  No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and
in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor
any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any
such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section
3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim
that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the
Company or any of the Company’s affiliates (collectively, the “Company Parties”).


   


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)  Incorporation
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under the laws
of Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted. The Company has no subsidiaries.


 






     


     


    

 


(b)  Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i) 540,000,000 Class
A Shares, none of which are issued and outstanding.


 


(ii) 60,000,000 of the
Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), 6,612,500 of which are
issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and non-assessable and were issued
in compliance with all applicable federal and state securities laws.


 


(iii) 1,000,000 preference
shares, none of which are issued and outstanding.


 


(c)  Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities issuable upon exercise
of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. All action on the part of the stockholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of
the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Securities
and the securities issuable upon exercise of the Forward Purchase Warrants has been taken or will be taken prior to the Forward Closing.
This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,
or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state
securities laws.


 


(d)  Valid Issuance
of Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance with
the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid and non-assessable, as applicable, and
free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on
transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or
encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and
subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.


  


(e)  Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, if any, and pursuant
to the Registration Rights.


 


(f)   Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of the Company’s amended and restated certificate
of incorporation, as it may be amended from time to time (the “Charter”) or other governing documents of the Company,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note,
indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order
to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable
to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate
the transactions contemplated by this Agreement.


 


(g)  Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of its securities.


 


(h)  No General
Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly or indirectly,
including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with
the offer and sale of the Forward Purchase Units.


 






     


     


    

 


(i) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and
in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business
Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Purchaser Parties.


 


4. Registration
Rights; Transfer


 


(a) Registration
Rights. The Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase Securities pursuant
to a registration rights agreement to be entered into with the Company, a form of which has been filed with the registration statement
relating to the Company’s IPO (the “Registration Rights”).


 


(b) Transfer.
This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase
the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment:


 


(i) the applicable
Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto
(the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee
(the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations
of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall
be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided,
that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint
and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and


 


(ii) upon a
Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser
hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the
applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to
this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase
Price for Forward Purchase Units” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase
Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder.
For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and
the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon
the occurrence of any such transfer of Transferee Securities.


  


5.  Trust
Account.


 


(a) The Purchaser hereby
acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO
Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption
and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(b) The Purchaser hereby
agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have
now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


  






     


     


    

 


6. New York
Stock Exchange Listing. The Company will use commercially reasonable efforts to effect the listing of the Class A Shares and
Public Warrants on the New York Stock Exchange (“NYSE”) (or another national securities exchange) at the time of the
Business Combination Closing.


 


7. Forward
Closing Conditions.


 


(a)  The obligation
of the Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Purchaser:


 


(i) The Business Combination
shall be consummated substantially concurrently with the purchase of the Forward Purchase Units;


 


(ii) The Business Combination
shall be consummated with a company engaged in a business that is within the investment objectives of the Purchaser;


 


(iii) The Business Combination,
including the target assets or business and the terms of the business combination, shall be reasonably acceptable to the Purchaser;


 


(iv) The Business Combination
shall be approved by a unanimous vote of the board of directors of the Company;


 


(v) The Purchaser shall have
sufficient committed capital allocated to fulfill its funding obligations under this Agreement; 


 


(v) The representations
and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date
hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 


(vi) The Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(vii) No order, writ,
judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative
authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing
the purchase by the Purchaser of the Forward Purchase Units.


 


(b)  The obligation
of the Company to sell the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the fulfillment, at
or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be
waived by the Company:


 


(i) The Business Combination
shall be consummated substantially concurrently with the purchase of Forward Purchase Units;


 


(ii) The representations
and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date
hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 






     


     


    

 


(iii) The Purchaser shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv) No order, writ,
judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative
authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing
the purchase by the Purchaser of the Forward Purchase Units.


  


8. Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


(a)  by mutual written
consent of the Company and the Purchaser;


 


(b)  automatically


 


(i) if the IPO is not
consummated on or prior to twelve (12) months from the date of this Agreement; or


 


(ii) if the Business
Combination is not consummated within twenty four (24) months from the closing of the IPO, or such later date as may be approved by the
Company’s stockholders.


 


In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid,
and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement
shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective
directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however,
that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud
or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


9. General
Provisions.


 


(a)  Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or
facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business
Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Osiris Acquisition Corp.,
95 5th Avenue, 6th Floor, New York, New York 10003, Attn: Anthony Martucci, Chief Financial Officer, email: martucci@fortinbras.com,
with a copy to the Company’s counsel at: Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York,
New York 10019, Attn: Brian Janson, Esq., email: bjanson@paulweiss.com.


 


All communications to the
Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile
number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b)  No Finder’s
Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 






     


     


    

 


(c)  Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


  


(d)  Entire Agreement.
This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


(e)  Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)   Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(g)  Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.


 


(h)  Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(i) Governing Law.
This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)  Waiver of
Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement
and the transactions contemplated hereby.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company
and the Purchaser.


 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance
with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words
or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 






     


     


    

 


(n)  Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent;
stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Securities and the
securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o)  Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


(p)  Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.


 


(q)  Specific Performance.
The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser
in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


PURCHASER:


 


OSIRIS SPONSOR, LLC


By: Fortinbras SPAC Holdings, LLC


its managing member


 


	By:	 	 
	Name: 	Benjamin E. Black	 
	Title:	Managing Partner	 



 


Address for Notices: 95 5th Avenue, 6th
Floor, New York, NY 10003


 


 


COMPANY:


 


OSIRIS ACQUISITION CORP.


 


 


	By:	 	 
	Name: 	Benjamin E. Black	 
	Title:	Chief Executive Officer	 





 


[Signature Page to Forward Purchase Agreement]


 






     


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE
WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE UNITS”
SET FORTH BELOW


 


 


	Number of Forward Purchase Units:	 
	 	 
	Aggregate Purchase Price for Forward Purchase Units	$___________________


 


Number of Forward Purchase Units and Aggregate Purchase Price for Forward
Purchase Units as of           , 202[           ],
accepted and agreed to as of this           day of           ,
202[            ].


		OSIRIS SPONSOR, LLC
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 



 





		OSIRIS ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 


 






     


     


    

 


SCHEDULE A


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE UNITS


 


 


The following transfers of a portion of the original number of Forward
Purchase Units have been made:


 


	Date of Transfer	 	
    

    Transferee
	 	
    

    Number of Forward

    Purchase Units Transferred
	 	
    

    Purchaser Revised Forward Purchase Units Amount

	 	 	 	 	 	 	 


 






     


     


    

 




TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE UNITS:


 


Schedule A as of           ,
202[            ], accepted and agreed to as of this           day
of           , 202[            ] by:


 


 


	OSIRIS SPONSOR, LLC	 	OSIRIS ACQUISITION CORP.
	 	 	 	 	 
	By:		 	By:	
	Name:	 	 	Name:	 
	Title:	 	 	Title: