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 $
, 2008
FOR VALUE RECEIVED, Osiris Therapeutics, Inc. , a Delaware corporation (the "
Company "), having an address of 7015 Albert Einstein Drive, Columbia, MD,
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 November 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 two percent (2%)