EXECUTE AND DELIVER TO OSIRIS,
AND FCF SHALL CAUSE EACH PURCHASER TO EXECUTE AND DELIVER TO OSIRIS, A
SUBSCRIPTION AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A IN
THE CASE OF THE PURCHASERS PURCHASING COMMON STOCK, OR EXHIBIT B IN THE CASE OF
THE PURCHASERS PURCHASING NOTES (EACH, A "SUBSCRIPTION AGREEMENT"), UPON WHICH
OSIRIS WILL RELY IN THE ISSUANCE TO THE CORRESPONDING PURCHASER OF COMMON STOCK
AND/OR NOTES HEREUNDER.
IN ADDITION, ON OR PRIOR TO THE CORRESPONDING CLOSING
DATE, EACH OF OSIRIS AND FCF SHALL DELIVER, OR IN THE CASE OF FCF SHALL CAUSE
THE PURCHASERS TO DELIVER, TO THE OTHER ALL DOCUMENTS, INSTRUMENTS AND WRITINGS
REQUIRED OR OTHERWISE REASONABLY CONTEMPLATED TO BE DELIVERED BY EITHER OF THEM
PURSUANT TO THIS AGREEMENT IN ORDER TO IMPLEMENT AND AFFECT THE TRANSACTIONS
CONTEMPLATED HEREBY.
PAYMENT OF THE ADVANCE PURSUANT HERETO SHALL BE BY WIRE
TRANSFER TO THE ACCOUNT DESIGNATED BY OSIRIS IN THE ADVANCE NOTICE.
PHYSICAL
DELIVERY OF CERTIFICATES EVIDENCING THE COMMON STOCK OR THE NOTES SHALL OCCUR
WITHIN TEN (10) CALENDAR DAYS
2
FRIEDLI CORPORATE FINANCE, INC.
OCTOBER 5, 2007
PAGE 3
AFTER THE CLOSING DATE.
CERTIFICATES AND NOTES SHALL BE ISSUED IN SUCH AMOUNTS
AND IN THE NAMES OF THE PURCHASERS, CORRESPONDING TO THE RESPECTIVE SUBSCRIPTION
AGREEMENTS, AND SHALL BEAR A RESTRICTIVE LEGEND AND OTHERWISE CORRESPOND TO THE
TERMS AND PROVISIONS SET FORTH IN THE SUBSCRIPTION AGREEMENT THEREFOR.
5.
FCF ACKNOWLEDGES THAT, PURSUANT TO EACH SUBSCRIPTION AGREEMENT,
EACH INVESTOR WILL BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS AND WARRANTIES TO
OSIRIS, AND FCF FURTHER ACKNOWLEDGES THAT THE SECURITIES TO BE PURCHASED
PURSUANT HERETO SHALL BE PURCHASED BY EACH PURCHASER FOR ITS OWN ACCOUNT, FOR
INVESTMENT AND WITHOUT ANY VIEW TO THE DISTRIBUTION, ASSIGNMENT OR RESALE TO
OTHERS OR FRACTIONALIZATION IN WHOLE OR IN PART THEREOF.
6.
FCF AGREES AND UNDERSTANDS THAT THE PLACEMENT OF THE COMMON STOCK
AND NOTES AS CONTEMPLATED HEREBY, TO THE PURCHASERS SHALL BE UNDERTAKEN OUTSIDE
OF THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH BOTH REGULATION S
("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND THE REQUIREMENTS OF REGULATION D UNDER THE ACT.
TO THAT END, FCF
DOES HEREBY REPRESENT, WARRANT, COVENANT AND AGREE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, AS TO THE MATTERS SET FORTH ON EXHIBIT C
ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.
CORRESPONDINGLY,
OSIRIS HEREBY REPRESENTS, WARRANTS, COVENANTS AND AGREES AS TO THE MATTERS SET
FORTH ON EXHIBIT D ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.
7.
ANY NOTES TO BE ACQUIRED PURSUANT HERETO SHALL REPRESENT THE
UNSECURED OBLIGATION OF OSIRIS, SHALL BEAR INTEREST, ON THE PRINCIPAL BALANCE
OUTSTANDING THEREUNDER FROM TIME TO TIME, AT THE FLOATING AND FLUCTUATING PER
ANNUM RATE OF INTEREST EQUAL AT ALL TIMES TO THE SUM OF THE LIBOR INDEX (AS
DEFINED IN THE FORM OF NOTE ATTACHED HERETO AS EXHIBIT B) PLUS FOUR PERCENT (4%)
PER ANNUM, ADJUSTED MONTHLY, WITH SEMI-ANNUAL PAYMENTS OF ACCRUED INTEREST
ONLY.
THE PRINCIPAL BALANCE OF THE NOTES SHALL