conditions set forth herein.
OSIRIS THERAPEUTICS, INC.
By:
Name:
Title:
Dated:
, 200
13
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$
14
THIS PROMISSORY NOTE (THIS "NOTE") HAS 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 OUTSIDE THE U.S. AND IN
ACCORDANCE WITH REGULATIONS, 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.
PROMISSORY NOTE
US
$
,
200
FOR VALUE RECEIVED, Osiris Therapeutics, Inc., a Delaware corporation (the
"Company"), having an address of 7015 Albert Einstein Drive, Columbia, MD 20146,
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
, 200
,
THE THIRD ANNIVERSARY OF THE DATE HEREOF (THE "MATURITY DATE"), UNLESS THIS NOTE
IS EARLIER REDEEMED BY THE COMPANY.
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 THE FLOATING AND FLUCTUATING PER ANNUM RATE OF
INTEREST EQUAL AT ALL TIMES TO THE SUM OF THE LIBOR INDEX PLUS FOUR PERCENT
(4.0%).
FOR PURPOSES HEREOF, LIBOR INDEX