Exhibit 10.2
THIS CONVERTIBLE PROMISSORY NOTE (THIS "NOTE") AND THE SECURITIES THAT MAY BE
ACQUIRED PURSUANT TO THIS NOTE 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), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS
EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT, AND HOLDER
HAS, IF REQUIRED BY THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT
EFFECT.
BY ACCEPTING THIS NOTE, HOLDER 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 THIS NOTE AND WILL ACQUIRE ANY CONVERSION
SHARES (AS DEFINED HEREIN) OUTSIDE THE U.S. AND IN ACCORDANCE WITH REGULATION S,
AND WILL NOT ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THIS NOTE OR THE
COMMON STOCK OF THE COMPANY PRIOR TO THE EXPIRATION OF THE DISTRIBUTION
COMPLIANCE PERIOD (AS DEFINED HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT.
ISSUANCE OF THE CONVERSION SHARES IS CONDITIONED UPON THE CONTINUED
AVAILABILITY OF REGULATION S IN RESPECT OF HOLDER AT TIME OF CONVERSION, OR THE
AVAILABILITY TO HOLDER OF ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE ACT IN RESPECT OF SUCH ISSUANCE.
CONVERTIBLE PROMISSORY NOTE
US $_________
__________, 2006
FOR VALUE RECEIVED, Osiris Therapeutics, Inc., a Delaware corporation (the
"Company"), having an address of 2001 Aliceanna Street, Baltimore, MD 21231,
U.S.A., hereby promises to pay to the order of ________________ (the "Holder"),
at the offices of Holder at ________________ or such other place as may be
designated by Holder to the Company in writing, the aggregate principal amount
of __________________________ U.S. Dollars ($ _________) (the "Principal")
together with accrued and unpaid interest, upon the terms and conditions
hereinafter set forth.
1.
PAYMENT TERMS.
THE COMPANY PROMISES TO PAY TO HOLDER THE FINAL
PAYMENT AMOUNT (AS HEREINAFTER DEFINED) ON APRIL 30, 2009 (THE "MATURITY DATE"),
UNLESS THIS NOTE IS EARLIER REDEEMED BY THE COMPANY OR CONVERTED INTO COMMON
STOCK (AS HEREINAFTER DEFINED) OF THE COMPANY, PURSUANT TO SECTION 3 HEREOF, AS
APPLICABLE.
ALL ACCRUED AND UNPAID INTEREST SHALL BE DUE AND PAYABLE IN
ACCORDANCE WITH SECTION 2 HEREOF.
ALL PAYMENTS HEREUNDER SHALL BE MADE IN
LAWFUL MONEY OF THE UNITED STATES OF AMERICA. PAYMENT SHALL BE CREDITED FIRST TO
THE ACCRUED AND UNPAID INTEREST THEN DUE AND PAYABLE AND THE REMAINDER TO
PRINCIPAL.
"FINAL PAYMENT AMOUNT" MEANS AN AMOUNT EQUAL TO THE SUM OF THE TOTAL
UNPAID PRINCIPAL PLUS ANY ACCRUED AND UNPAID INTEREST.
2.
INTEREST.
INTEREST ON THE OUTSTANDING PORTION OF PRINCIPAL OF
THIS NOTE SHALL ACCRUE AT A RATE OF TEN PERCENT (10%) PER ANNUM.
ALL
COMPUTATIONS OF INTEREST SHALL