Exhibit
10.1


Freidli Corporate
Finance Inc.


 


 


June 6, 2007


Osiris
Therapeutics, Inc.


7015
Albert Einstein Drive


Columbia, Maryland 
21046


Re:          $20,000,000 Common Stock Offering


This letter is written in
furtherance of our recent conversations with regard to the proposal of Friedli
Corporate Finance, Inc., a Belize corporation (“FCF”), to undertake on behalf
of Osiris Therapeutics, Inc., a Delaware corporation (“Osiris”), an offering of
up to approximately $20,000,000 in Common Stock (the “Shares”) of Osiris (the “Offering”).  The purpose of this letter is to set forth
certain of the understandings between FCF and Osiris in connection with the
Offering.  Additional understandings with
regard to the arrangement between Osiris and FCF in respect of the Offering may
be the subject of other and additional letters and agreements by and between
the parties.


Osiris and FCF each
understand that the Offering is to be undertaken in compliance with Regulation
S (“Regulation S”) under the United States Securities Act of 1933, as amended
(the “Act”), and also in compliance with the requirements of Regulation D under
the Act.  To that end, FCF does hereby
represent, warrant, covenant and agree, in connection with the Offering, as
follows:


1.             Neither FCF nor any of its affiliates, nor any person
acting on its behalf, have engaged or will engage in any “directed selling
efforts” (as such term is defined in Regulation S) in the United States with
respect to the offering of the Notes, and they have complied and will comply
with the offering restriction requirements of Regulation S in connection with
the Offering.


2.             FCF acknowledges that the Shares have not been, and may
not be, registered under the Act, and that, prior to the expiration of one year
after the closing of the Offering (the “Distribution Compliance Period”), the
Shares may not be offered or sold within the United States, or for the account
or benefit of any U.S. Person (as defined in Regulation S), except in
accordance with the provisions of Rule 903 or 904 of Regulation S under the
Act, or pursuant to an exemption from the registration requirements of the Act,
or unless registered pursuant to the Act.













3.             At or prior to the confirmation of sale of any of the
Shares, FCF will have sent to each distributor, dealer or other person
receiving any sort of selling concession, fee or other remuneration in
connection with the purchase or placement of any of the Shares (if any), and to
each purchaser of the Shares, a confirmation or notice to substantially the
effect as that which is set forth as the legend on the cover page of the form
of Subscription Agreement for the Shares.


4.             FCF will not engage in hedging transactions with respect
to offers and sales of the Shares or with respect to any shares of Common Stock
of Osiris, generally, during the Distribution Compliance Period, and any and
all offering materials and documents used by FCF in connection with the
Offering shall disclose, in a legend or legends prominently placed, that the
Shares are not registered under the Act, and cannot be sold in the United
States or to any U.S. Person during the Distribution Compliance Period, unless
they are registered or unless an exemption from registration is available in
respect of such sale.


5.             To the best of the knowledge of FCF, any and all Shares
placed in the Offering, will be placed to individuals or entities resident of,
and if an entity, organized under the laws of, a jurisdiction other than the
United States, and which or whom are in each case “accredited investors” as
defined in Rule 501(a) of the Act, or qualified institutional investors within
the meaning of Rule 144A of the Act.


6.             FCF will undertake and consummate the Offering of the
Shares in compliance with the applicable securities and other laws, rules and
regulations of the jurisdiction in which such offers and sales occur, including
without limitation, those of the country of Switzerland.


And Osiris does hereby
represent, warrant, covenant and agree, in connection with the Offering, as
follows:


7.             Assuming the accuracy of FCF’s statement as included in
paragraph 1 above, neither Osiris nor any of its affiliates, nor any person
acting on its behalf, has engaged or will engage in any “directed selling
efforts” (as such term is defined in Regulation S) with respect to the Offering,
and Osiris has complied and will comply with the offering restrictions
requirements of Regulation S in connection with the Offering.


8.             Osiris will not consent to or otherwise permit or allow,
and will refuse, any transfer of the Shares not made in compliance with
Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from such registration.


Each of the parties to
this letter acknowledges that the other will be relying upon the truth and
accuracy of the other’s representations, warranties, agreements and
acknowledgements as set forth herein, in order to determine the applicability
of exemptions from the registration provisions of the Act with respect to the
issuance and sale of the Shares in the Offering, and each does hereby agree to
indemnify and to hold the other harmless from and against any and all claims,
demands or liabilities as may result or arise from any breach therof.


Please acknowledge your
agreement with the foregoing by executing a copy of this letter in the space
provided below, whereupon this letter agreement will become a binding agreement
between FCF and Osiris.



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  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FRIEDLI CORPORATE FINANCE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Peter Friedli

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Peter Friedli

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  President

  



 


	
  AGREED AND ACCEPTED AS OF THIS 6th DAY OF JUNE, 2007.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OSIRIS THERAPEUTICS, INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Cary J. Claiborne

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Cary J. Claiborne

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  	
   

  



 



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