APPLICABLE LAW.
THIS SUBSCRIPTION AGREEMENT AND ALL LEGAL
RELATIONS, CLAIMS OR OBLIGATIONS ARISING OUT OF THIS TRANSACTION SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS.
J.
CONFIRMATION OF REPRESENTATIONS; ADDITIONAL INFORMATION.
UPON
REQUEST OF THE COMPANY, THE SUBSCRIBER SHALL CONFIRM THE ACCURACY OF THE
REPRESENTATIONS IN THIS SUBSCRIPTION AGREEMENT TO THE COMPANY AS OF THE CLOSING
DATE AND WILL USE REASONABLE EFFORTS TO NOTIFY THE COMPANY AND TO DO SO PROMPTLY
IF THE SUBSCRIBER BECOMES AWARE THAT SUCH REPRESENTATIONS ARE, AT ANY TIME,
INACCURATE IN ANY RESPECT.
IN ADDITION, THE SUBSCRIBER HEREBY AGREES TO RESPOND
REASONABLY TO REQUESTS TO SUPPLY ANY ADDITIONAL WRITTEN INFORMATION CONCERNING
THE REPRESENTATIONS IN THIS SUBSCRIPTION AGREEMENT THAT THE COMPANY MAY
REASONABLY REQUEST.
K.
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.
L.
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.
*
*
*
*
*
9
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement to
OSIRIS THERAPEUTICS, INC., Inc. this 6th day of June, 2007.
Name of Subscriber:
Peter Friedli
By:
/s/ Peter Friedli
Hereunto duly authorized
Print Name:
Peter Friedli
Title:
Purchase Price:
US$14,000,000
[SUBSCRIBER SIGNATURE PAGE]
10
ACCEPTANCE