Exhibit 10.2




































OSIRIS THERAPEUTICS, INC.


SUBSCRIPTION DOCUMENTS


















THE SHARES OF COMMON STOCK TO
BE ACQUIRED BY THE SUBSCRIBER PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY
NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
ANY U.S. PERSON, OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S
PROMULGATED UNDER THE SECURITIES ACT (REGULATION S”)), IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO
REGISTRATION UNDER THE SECURITIES ACT, AND THE SUBSCRIBER HAS, IF REQUIRED BY
THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT EFFECT.  BY ENTERING INTO THIS SUBSCRIPTION AGREEMENT,
SUBSCRIBER REPRESENTS, AMONG OTHER THINGS, THAT IT IS AN ACCREDITED INVESTOR
(AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT) AND IS NOT A U.S PERSON, AND
IS ACQUIRING THE COMMON STOCK PURSUANT HERETO OUTSIDE THE U.S. AND IN
ACCORDANCE WITH REGULATION S, AND WILL NOT ENGAGE IN ANY HEDGING TRANSACTIONS
WITH RESPECT TO THE COMMON STOCK OF THE COMPANY PRIOR TO THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S) EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT.


OSIRIS
THERAPEUTICS, INC.


SUBSCRIPTION
AGREEMENT


	
  Name of Subscriber:

  	
   

  	
  Peter Friedli

  
	
   

  	
   

  	
   

  
	
  Address of Subscriber:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of

  	
   

  	
   

  
	
  Shares of Common Stock:

  	
   

  	
  1,230,229

  
	
   

  	
   

  	
   

  
	
  Purchase Price:

  	
   

  	
  US$14,000,000

  



 


TO:         Osiris Therapeutics,
Inc., a Delaware corporation (the “Company”).


The Subscriber
hereby subscribes for and agrees to purchase the number of shares (the “Shares”) of common stock of the Company, par value $0.001
per share (the “Common Stock”) specified above in
accordance with and subject to the terms, provisions and conditions set forth
herein.  The Subscriber agrees to pay to
the Company $11.38 per Share (equal to the closing price of the shares of Common
Stock as reported on the NASDAQ Global Market on June 5, 2007) , for a total
purchase price (the “Purchase Price”)
equal to the amount set forth above.



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The Subscriber
understands that this Subscription Agreement may be rejected in whole or in
part prior to acceptance at any time for any reason whatsoever by the
Company.  The Subscriber further
understands that in the event this Subscription Agreement is rejected by the
Company, the subscription of the Subscriber herein shall become null and void
insofar as rejected.  Upon such
rejection, the Subscriber shall have no further obligations to the Company.


A.            Payment.  In
connection with this Subscription Agreement and subject to acceptance by the
Company, the Subscriber hereby agrees with the Company as follows:


(1)           The sale of the
Shares offered or subscribed for pursuant to this private placement will be
closed not later than the second business day immediately following the
acceptance by the Company of this Subscription Agreement (the “Closing Date”).  On the Closing Date, the Subscriber will pay
to the Company the Purchase Price in immediately available funds, by wire
transfer as directed by the Company Upon the Subscriber’s payment in full of
the Purchase Price as contemplated by this Part A(1), the Company shall issue
to the Subscriber that number of whole shares of Common Stock subscribed for by
Subscriber pursuant hereto.  The shares
of Common Stock issued to the Subscriber in consideration for such payment
shall be validly issued and outstanding, and fully paid and non-assessable.


B.            Acknowledgments and Covenants.


(1)           The Subscriber
hereby agrees to pay all costs and expenses incurred by or on behalf of the
Company, including reasonable attorneys’ fees and disbursements, in connection
with enforcing the Subscriber’s obligations under this Subscription Agreement
in the event of any default in respect of its obligations hereunder.


(2)           Under Section
1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company must withhold tax with
respect to certain transfers of property if a stockholder of the Company is a
foreign person.  To inform the Company
whether withholding is required with respect to the Subscriber’s interest in
the Company, the Subscriber shall complete a Form W-9 or applicable Form W-8.


(3)           The Subscriber
acknowledges and agrees that the Shares will be issued subject to the terms of
this Subscription Agreement and that any certificates evidencing the Shares
will bear appropriate legends to that effect, including a legend in
substantially the form set forth above 
and as otherwise provided pursuant hereto.


C.            Representations
and Warranties.


Subscriber
Representations and Warranties.


The Subscriber
warrants, represents and agrees with the Company as follows:


(1)           Upon acceptance by
the Company, this Subscription Agreement is irrevocable and shall constitute a
binding commitment of the Subscriber.



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(2)           The principal
address of Subscriber is outside of the United States, and Subscriber is not a
U.S. Person as such term is defined and used in Regulation S (“Regulation S”) promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”).


(3)           At the time the “buy”
order was originated in respect of Subscriber’s acquisition of the Shares
pursuant to this Subscription Agreement, Subscriber was outside of the U.S.,
and Subscriber is outside the U.S. as of the date of the execution and delivery
of this Subscription Agreement by Subscriber. 
No offer to acquire the Shares pursuant to this Subscription Agreement
or otherwise  to acquire Common Stock was
made to Subscriber or its representatives inside the United States.


(4)           Subscriber is
acquiring the Shares for his/her/its own account, not on behalf or for the
account of any U.S. Person, and the purchase of the Shares has not been
pre-arranged with a purchaser in the U.S.


(5)           The Subscriber will
make all resales of the Shares only outside of the United States in compliance
with Regulation S, or pursuant to a registration statement under the Securities
Act, or pursuant to an available exemption from registration under the
Securities Act.  Specifically, Subscriber
will not resell the Shares to any U.S. Person or within the United States prior
to the expiration of one year (the “Distribution
Compliance Period”), except
pursuant to registration under the Securities Act or an exemption from
registration under the Securities Act.


(6)           Subscriber will not
engage in any hedging transactions with respect to the Common Stock or the
Shares at any time prior to the expiration of the Distribution Compliance
Period, except in compliance with the Securities Act.


(7)           The Company is and
will be relying on the truth and accuracy of Subscriber’s representations,
warranties, agreements, acknowledgements and understandings as set forth
herein, in order to determine the applicability of such exemptions and the
suitability of Subscriber and his/her/its acquisition of the Shares.


(8)           Subscriber has been
furnished with, or has acquired, copies of all of the documents filed by the
Company with the United States Securities and Exchange Commission during the
twelve months prior to the date hereof, as well as all other documents made
available by the Company for public dissemination during the same period,
including, but not limited to, press releases, and Subscriber has been provided
all necessary and appropriate information about the Company to make an informed
investment decision with respect to the acquisition of this Shares.  WITHOUT LIMITING THE FOREGOING, THE
SUBSCRIBER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY INVOLVES SUBSTANTIAL
RISK AND THE SUBSCRIBER MAY LOOSE ITS ENTIRE INVESTMENT.


(9)           Subscriber has
sufficient knowledge and experience in financial and business matters and is
capable of evaluating the risks and merits of Subscriber’s investment in the
Company; Subscriber has been provided the opportunity to make all necessary and
appropriate inquiries of the Company regarding Company’s business and
associated risks, and Company has complied with all such requests; and
Subscriber is able financially to bear the risk of losing Subscriber’s full
investment in the Shares.



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(10)         The Shares are being
acquired in a transaction not involving a public offering within the United
States within the meaning of the Securities Act, and Subscriber understands
that the Shares have not been and may not be, registered under the Securities
Act or registered or qualified under any the securities laws of any state or
other jurisdiction, are and will be “restricted securities” and cannot be
resold or otherwise transferred unless they are registered under the Securities
Act, and registered or qualified under any other applicable securities laws, or
an exemption from such registration and qualification is available.  Prior to any proposed transfer of the Shares,
Subscriber shall, among other things, give written notice to the Company of
Subscriber’s intention to effect such transfer, identifying the transferee and
describing the manner of the proposed transfer and, if requested by the
Company, accompanied by (i) investment representations by the transferee
similar to those made by Subscriber in this Section 10 and (ii) an opinion of
counsel satisfactory to the Company to the effect that the proposed transfer
may be effected without registration under the Securities Act and without
registration or qualification under applicable state or other securities
laws.  Each certificate for the Shares
shall bear a legend similar to that set forth on the first page of this
Subscription Agreement (insofar as applicable) and otherwise referring to
reiterating the restrictions on transfer and other terms hereof applicable to
the Shares upon issuance, and containing such other information and imposing
such other restrictions as shall be reasonably required by the Company.


(11)         Subscriber
understands that no U.S. federal or state government or agency has passed on or
made any recommendation or endorsement of offering for sale or the sale of the
Shares.


(12)         Subscriber
acknowledges that this Subscription Agreement is one of several similar
agreements (collectively, the “Subscription
Agreements”) in connection with private placement (the “Offering”)
to several subscribers (the “Subscribers”)
of an aggregate of up to approximately $20,000,000, or at the option of the
Company, a greater dollar value, of Common Stock and that there is no
restriction imposed hereby upon the Company in respect of the incurring by the
Company of additional debt or the issuance by the Company of additional debt or
equity securities, or otherwise.


(13)         The Shares will be
purchased for the account of the Subscriber for investment only and not with a
view to, or with any intention of, a distribution or resale thereof, in whole
or in part, or the grant of any participation therein.  The Subscriber has not been organized for the
specific purpose of acquiring the Shares. 
The Subscriber acknowledges that the Shares have not been registered
under the Securities Act, or the securities or real estate syndication laws of
any state or other jurisdiction and cannot be disposed of unless subsequently
registered under the Securities Act and any applicable laws of states or other
jurisdictions or an exemption from such registration is available.



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(14)          The Subscriber is an
“accredited investor” as defined in Rule 501(a) of Securities and Exchange
Commission Regulation D, that is (i) if a natural person, Subscriber has an
individual net worth, or joint net worth with the Subscriber’s spouse, at the
time of the Subscriber’s purchase in excess of 
$1,000,000; (ii) if a corporation, business trust or a partnership, Subscriber
was not formed for the specific purpose of acquiring the Shares, and has total
assets in excess of $5,000,000.


(15)         The Subscriber
acknowledges that at no time was the Subscriber presented with, or solicited
by, any leaflet, public promotional meeting, newspaper or magazine article,
radio or television advertisement or any other form of general advertising or
general solicitation with respect to the Company.


(16)         If the Subscriber is
an entity, the Subscriber is duly organized or, if a trust, duly established
pursuant to a valid trust instrument, validly existing and in good standing
under the laws of the jurisdiction wherein it is organized and has the power
and authority to carry on the activities in which it is engaged and to purchase
the Shares.  This Subscription Agreement
and any other documents executed and delivered by the Subscriber in connection
therewith or herewith have been duly authorized, executed and delivered by the
Subscriber, and are the legal, valid and binding obligations of the Subscriber
enforceable in accordance with their respective terms.


(17)         The execution and
delivery of this Subscription Agreement and any other documents executed and
delivered by the Subscriber in connection herewith do not, and the performance
and consummation of the terms and transactions set forth or contemplated
therein or herein will not, contravene or result in a default under any
provision of existing law or regulations to which the Subscriber is subject,
the provisions of the trust instrument, charter, bylaws or other governing
documents of the Subscriber (if the Subscriber is an entity) or any indenture,
mortgage or other agreement or instrument to which the Subscriber is a party or
by which it is bound and does not require on the part of the Subscriber any
approval, authorization, license, or filing from or with any foreign, federal,
state or municipal board or agency which has not been obtained.


(18)         The Subscriber
represents and warrants that the amounts paid or to be paid by it to the
Company in respect of this Subscription Agreement were not and are not
directly, or to the Subscriber’s knowledge indirectly, derived from activities
that contravene federal, state or foreign laws and regulations, including
anti-money laundering and terrorist financing laws and regulations.  Federal regulations and Executive Orders
administered by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) prohibit, among other
things, the engagement in transactions with, and the provision of services to, certain
foreign countries, territories, entities, and individuals.  The lists of OFAC prohibited countries,
territories, persons and entities can be found on the OFAC website at
www.treas.gov/ofac.


(19)         The Subscriber
represents and warrants to, and agrees and covenants with, the Company, as of
the date hereof and as of the date of issuance of the Shares to the Subscriber,
that, to the best of its knowledge, none of (i) the Subscriber, (ii) any person
controlling or controlled by the Subscriber, (iii) if the Subscriber is a
privately held 



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entity, any
person having beneficial interest in the Subscriber, and (iv) any person for
which the Subscriber is acting as agent or nominee in connection with this
Subscription Agreement, is a country, territory, individual or entity named on
the OFAC lists, nor is any such person or entity prohibited from investing in
the Company under any OFAC administered sanctions or embargo programs.


(20)         The Subscriber agrees
promptly to notify the Company should the Subscriber become aware of any change
in the information set forth in Part (18) or Part (19) above.  The Subscriber acknowledges and agrees that,
if required by law, the Company may be obligated to “freeze the account” of the
Subscriber, either by prohibiting additional investments from the Subscriber
and/or segregating assets of the Subscriber in compliance with government
regulations and, if required by law, the Company may also be required to report
such action and to disclose the Subscriber’s identity to OFAC.  The Subscriber also understands and agrees
that the Company may release confidential information about the Subscriber and,
if applicable, any underlying beneficial owners of the Subscriber, to law
enforcement agencies to the extent necessary to ensure compliance with all
applicable laws, rules and regulations.


(21)         The
Company reserves the right to request such information as is necessary to
verify the identity of the Subscriber, any related party, any individual or
entity having a beneficial interest in, or signatory or other similar authority
over, the Subscriber and any transferee of the Shares, and may seek to verify
such identity and the source of funds for the Purchase Price.


(22)         If the Subscriber is
acting as nominee or custodian for another person, entity or organization in
connection with the acquisition of the Shares, the undersigned has so indicated
on the “Subscriber Information” page attached hereto.  The representations and warranties contained
in this Part C regarding the Subscriber are true and accurate with regard to
both the Subscriber and the person, entity or other organization for which the
undersigned is acting as nominee or custodian. 
The person, entity or organization for which the undersigned is acting
as nominee or custodian will not transfer or otherwise dispose of or distribute
any part of its economic or beneficial interest in (or any other rights with
respect to) the Shares without complying with all of the applicable provisions
of this Subscription Agreement and applicable law, as if such person, entity or
organization were a holder of the Shares. 
If the undersigned is acting as nominee or custodian for another person,
entity or organization, the undersigned agrees to provide such other information
as the Company may reasonably request regarding the undersigned and the person,
entity or organization for which the undersigned is acting as nominee or
custodian in order to determine the eligibility of the Subscriber to purchase
the Shares.



 6
 









Company
Representations and Warranties.


By accepting
the Subscriber’s subscription, the Company warrants, represents and agrees with
the Subscriber as follows:


(a)           The Company is duly
organized, validly existing and in good standing as a corporation under the
Delaware General Corporation Law, with all requisite corporate power and
authority to conduct its business as currently conducted and to issue and sell
the Shares in accordance with the terms of this Subscription Agreement.  This Subscription Agreement (when accepted)
will have been duly authorized, executed and delivered by the Company.


(b)           This Subscription
Agreement is a legally binding obligation of the Company, enforceable against
the Company in accordance with the terms hereof, except to the extent that (i)
such enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights, and (ii) the availability of the remedy of specific
performance or in injunctive or other equitable relief is subject to the
discretion of the court before which any proceeding therefore may be brought.


D.            Registration Rights.


Upon the request
of Subscribers holding at least a majority of the shares of Common Stock
acquired in the Offering, and provided that the Company shall then be, or if
not, at such time thereafter as the Company shall become, eligible to effect
the registration pursuant to the Securities Act of the Shares acquired by the
Subscriber pursuant hereto and by the other Subscribers pursuant to the other
Subscription Agreements (collectively, the “Registrable
Securities”) on Form S-3 or on another  “short form” registration statement, the
Company shall use commercially reasonable efforts to effect registration
pursuant to the Securities Act, of the Registrable Securities or the resale
thereof by the Subscribers on Form S-3 or on another short form registration
statement.  The Company shall have no
obligation hereunder to effect any such registration at any time which, as determined
by the Company, neither Form S-3 nor any other similar short-form registration
statement is available therefor, nor shall the Company have any obligation to
effect such registration on more than one occasion or to maintain the
effectiveness of such registration statement for more than one year.  The Company may delay the filing of any such
registration statement as a result of constraints or restrictions under
applicable law so requiring as determined by the Company, or suspend the
effectiveness of any such registration statement and/or require by written
notice that the Subscriber immediately cease sales of shares in the event that
from time to time (i) the Company files another registration statement (other
than a registration statement on Form S-8 or its successor form) under the Securities
Act for a then pending or anticipated public offering of its securities, or
(ii) an event has occurred, or the Company has entered into a transaction,
which the Company determines in good faith must be disclosed in order for the
Company to comply with the public disclosure requirements imposed on the
Company under the Securities Act.  Upon
the request of one Subscriber for registration as aforesaid, the Company will
notify the other Subscribers of such request to determine whether Subscribers
holding at least a majority of the shares of Common Stock acquired in the
Offering then seek to demand registration. 
Any demand or demands from one or more Subscribers within 



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a sixty (60) day period shall be considered one
collective demand for purposes of determining the exercise by the Subscribers
of the registration rights afforded under Part D of this and the other
Subscription Agreements.  The Company
shall not be required to include any Registrable Securities in any such
registration statement unless the Subscriber (i) provides to the Company in a
timely manner such information regarding the Subscriber as is required by the
Securities Act to be included in the registration statement or provided to the
Company, (ii) shall have provided to the Company its written agreement (x) to
indemnify the Company and each of its officers, directors and agents against,
and to hold the Company and its officers, directors and agents harmless from,
any losses, claims, damages, expenses or liabilities (including reasonable attorneys
fees) to which the Company or any of its officers, directors or agents may
become subject by reason of any statement or omission in the registration
statement made in reliance upon, or in conformity with, a written statement by
such Subscriber furnished pursuant hereto or any failure of Subscriber to
comply with the provisions of this Part D, and (y) to report to the Company
sales made pursuant to the registration statement.


E.             Assignment, Survival,
Effectiveness and Further Information.


(1)           This Subscription
Agreement is not assignable by either the Subscriber or the Company without the
prior approval of the other party in its sole and absolute discretion.  This Subscription Agreement shall be binding
upon the successors and any permitted assigns of the Subscriber and, when
accepted by the Company, shall be binding upon the successors and any permitted
assigns of the Company.


(2)           All of the
agreements, covenants, representations and warranties made by the Subscriber in
this Subscription Agreement shall survive the execution and delivery
hereof.  The Subscriber shall use
reasonable efforts to notify the Company and to do so promptly upon discovering
that any of the representations or warranties made herein were false when made
or has, as a result of changes in circumstances, become false.  Every provision of this Subscription
Agreement is intended to be severable, and if any term or provision hereof is
held to be illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder hereof.


(3)           The agreements of
the Subscriber set forth herein shall become effective and binding upon the
Subscriber, without right of revocation, upon the Company’s acceptance of this
Subscription Agreement.


F.             Miscellaneous.  Unless otherwise indicated, the address on
the first page of this document is the legal residence of the Subscriber, and
all offers and communications in connection with the offering of the shares of
Common Stock subscribed to herein have been conducted at such address.  The Subscriber, if a foreign entity,
represents that it has complied with all of the laws, if any, of its country of
residence applicable to the acquisition of the Shares subscribed to herein.


G.            Remedies.  The Subscriber understands the meaning and
legal consequences of its covenants, representations and warranties contained
herein, and hereby agrees that the Company may recover from the Subscriber, and
the Subscriber shall hold the Company harmless from, any and all loss, damage
or liability due to or arising out of any breach of any such covenant,
representation or warranty.



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H.            Communication.  Any notice, demand, request or other
communication which may be required or contemplated herein (including delivery
of this Subscription Agreement by and between the parties hereto) shall be
sufficiently given or delivered if (i) given either by facsimile transmission
(with confirmation of receipt), by reputable overnight delivery service,
postage prepaid, or by registered or certified mail, postage prepaid and return
receipt requested, to the address indicated herein or to such other address as
any party hereto may specify as provided herein, or (ii) delivered personally
at such address.


I.              Applicable Law.  This Subscription Agreement and all legal
relations, claims or obligations arising out of this transaction shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to conflicts of law provisions.


J.             Confirmation of Representations;
Additional Information.  Upon request
of the Company, the Subscriber shall confirm the accuracy of the
representations in this Subscription Agreement to the Company as of the Closing
Date and will use reasonable efforts to notify the Company and to do so
promptly if the Subscriber becomes aware that such representations are, at any
time, inaccurate in any respect.  In
addition, the Subscriber hereby agrees to respond reasonably to requests to
supply any additional written information concerning the representations in
this Subscription Agreement that the Company may reasonably request.


K.            Indemnification.  The Subscriber shall indemnify and hold
harmless the Company and its agents and affiliates (collectively, the “Indemnified Persons”) from and against any losses, claims,
damages, liabilities, costs or expenses to which any of them may become subject
arising out of or based upon any false representation or warranty, or any
breach of or failure to comply with any covenant or agreement, made by the
Subscriber in this Subscription Agreement or in any other document furnished to
the Company in connection with the Subscriber’s investment in the Company.  The Subscriber will reimburse each
Indemnified Person for his, her or its reasonable legal and other expenses
(including the cost of any investigation and preparation) as they are incurred
in connection with any action, proceeding or investigation arising out of or
based upon the foregoing.  The indemnity
and reimbursement obligations of the Subscriber under this Part K shall be in addition
to any liability which the Subscriber may otherwise have.


L.             General.  This Subscription Agreement may be executed
in counterparts with the same effect as if the parties executing the
counterparts had all executed one counterpart. 
This Subscription Agreement and the documents specifically referred to
herein constitute the entire agreement among the parties hereto pertaining to
the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection therewith.  Neither this Subscription Agreement nor any
provision hereof may be waived, modified, discharged or terminated except by an
instrument in writing signed by the party against whom such waiver, modification,
discharge or termination is sought to be enforced.  Each provision of this Subscription Agreement
shall be considered separable and if for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Subscription Agreement which are valid.


*                              *                              *                              *                              *



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IN WITNESS
WHEREOF, the Subscriber has executed this Subscription Agreement to OSIRIS
THERAPEUTICS, INC., Inc. this 6th day of June, 2007.


	
  Name
  of Subscriber:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peter Friedli

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Peter Friedli

  	
   

  	
   

  
	
   

  	
   

  	
  Hereunto duly authorized

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
  Peter Friedli

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase Price:

  	
   

  	
  US$14,000,000

  	
   

  	
   

  



 


 


[SUBSCRIBER SIGNATURE PAGE]



 10
 









ACCEPTANCE


	
  Name
  of Subscriber:

  	
   

  	
  Peter Friedli

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase Price:

  	
   

  	
  US$14,000,000

  	
   

  	
   

  



 


The foregoing
Subscription Agreement is hereby accepted upon the terms and conditions set
forth herein.


	
  

  	
   

  	
   

  	
   

  	
  OSIRIS THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Cary J. Claiborne

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Cary J. Claiborne

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer

  



 


Dated:  June 6 2007


 



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