REASONABLY REQUEST.
J.
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.
K.
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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8
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement to
OSIRIS THERAPEUTICS, INC., Inc. this
day of
, 200
.
Name of Subscriber:
By:
Hereunto duly authorized
Print Name:
Title:
Principal Amount:
US$
[SUBSCRIBER SIGNATURE PAGE]
9
ACCEPTANCE
Name of Subscriber:
Principal Amount:
US$
The foregoing Subscription Agreement is hereby accepted upon the terms and
conditions set forth herein.
OSIRIS THERAPEUTICS, INC.
By:
Name:
Title:
Dated:
, 200
10
SUBSCRIBER INFORMATION
Name of Subscriber:
Type of Entity:
Subscriber's jurisdiction of organization:
(Country and, if applicable, State)
Subscriber's principal place of business or
principal residence:
(Country and, if applicable, State)
Mailing address for all written notices:
Telephone No.:
Social Security or Tax ID No.:
Principal Amount:
US$
11