ADVANCE IF THE
ISSUANCE BY OSIRIS OF THE FULL NUMBER OF SHARES OF
1
FRIEDLI CORPORATE FINANCE, INC.
OCTOBER 5, 2007
PAGE 2
COMMON STOCK ISSUABLE IN CONNECTION WITH SUCH ADVANCE WOULD, TOGETHER WITH ALL
SHARES OF COMMON STOCK PREVIOUSLY ISSUED UNDER THIS AGREEMENT, LIKELY EXCEED
2,893,750 SHARES (WHICH IS NO MORE THAN 9.99% OF THE TOTAL OUTSTANDING SHARES OF
COMMON STOCK OF OSIRIS AS OF THE DATE OF THIS AGREEMENT).
3.
THE PER SHARE PURCHASE PRICE FOR EACH SHARE OF COMMON STOCK TO BE
PURCHASED BY PURCHASERS HEREUNDER SHALL BE EQUAL TO THE AVERAGE OF THE CLOSING
BID PRICE OF THE COMMON STOCK ON THE NASDAQ GLOBAL MARKET OVER THE TEN (10)
TRADING DAYS IMMEDIATELY PRECEDING THE CLOSING DATE CORRESPONDING TO A
PARTICULAR ADVANCE NOTICE, AS REASONABLY DETERMINED BY OSIRIS; PROVIDED,
HOWEVER, THAT THE PURCHASE PRICE APPLICABLE TO SHARES OF COMMON STOCK ACQUIRED
BY PETER FRIEDLI, INDIVIDUALLY, OR ANY OF HIS AFFILIATES (INCLUDING FCF), SHALL
IN ANY EVENT BE EQUAL TO AN AMOUNT NOT LESS THAN THE GREATER OF: (I) THE MOST
RECENT CONSOLIDATED CLOSING BID PRICE (AS DEFINED BY APPLICABLE NASDAQ RULES) AS
OF 4:00 P.M. PREVAILING EASTERN TIME PRIOR TO THE TIME AT WHICH A BINDING
AGREEMENT IS ESTABLISHED IN RESPECT OF THE PURCHASE OF THE SHARES OF COMMON
STOCK HEREUNDER IN RESPONSE TO A PARTICULAR ADVANCE NOTICE, AS REASONABLY
DETERMINED BY OSIRIS (THE "NASDAQ DETERMINATION DATE"); AND (II) THE BOOK VALUE
PER SHARE OF OSIRIS'S COMMON STOCK AS OF THE NASDAQ DETERMINATION DATE.
THE
PARTIES HERETO ACKNOWLEDGE THAT THE DATE HEREOF MAY BE THE DATE ON WHICH, FOR
NASDAQ PURPOSES, A BINDING AGREEMENT IS DEEMED TO HAVE BEEN ESTABLISHED UNDER
THE NASDAQ RULES, AND IF SUCH IS DETERMINED TO BE THE CASE, THEN THE
NASDAQ
DETERMINATION DATE SHALL BE THE DATE OF THE MOST RECENT CONSOLIDATED CLOSING BID
PRICE, PRIOR TO THE DATE AND TIME HEREOF.
NOTES SHALL BE PURCHASED AT PAR, THAT
IS, THE PURCHASE PRICE FOR EACH NOTE SHALL BE EQUAL TO THE PRINCIPAL AMOUNT
REFLECTED ON THE FACE OF EACH SUCH NOTE.
IN NO EVENT SHALL THERE BE MORE THAN
THIRTY-FIVE (35) DIFFERENT PERSONS OR ENTITIES CONSTITUTING PURCHASERS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF OSIRIS, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD.
4.
THE PURCHASE AND SALE OF THE COMMON STOCK AND NOTES AS
CONTEMPLATED BY THE ADVANCE NOTICE AND THE ALLOCATION NOTICE SHALL BE
CONSUMMATED AT A CLOSING WHICH SHALL OCCUR ON THE TRADING DAY AFTER THE
ALLOCATION NOTICE IS GIVEN (THE "CLOSING DATE").
AT THE CLOSING, WHICH SHALL
OCCUR AT A LOCATION DESIGNATED BY OSIRIS, OSIRIS SHALL DELIVER TO FCF (OR
PROVIDE FOR THE DELIVERY OF) SHARES OF COMMON STOCK, REPRESENTING THAT PORTION
OF THE ADVANCE TO BE APPLIED TO THE PURCHASE OF COMMON STOCK, AND NOTES
REPRESENTING THAT PORTION OF THE ADVANCE TO BE APPLIED TO THE PURCHASE OF NOTES,
AS CONTEMPLATED HEREBY AND CORRESPONDING TO THE ALLOCATION NOTICE AND
CORRESPONDING SUBSCRIPTION AGREEMENTS (AS DEFINED BELOW).
IN ADDITION, AT OR
PRIOR TO THE CLOSING DATE, EACH PURCHASER SHALL