Exhibit 10.3
Freidli Corporate Finance Inc.
Freigutstrasse 5
8002 Zürich
Switzerland
October 30, 2006
Osiris Therapeutics, Inc.
2001 Aliceanna Street
Baltimore, Maryland
21231-3043
Re:
$20,000,000 Convertible Note Offering
This letter is written in connection
with the proposal of Friedli Corporate Finance, Inc., a Belize
corporation (“FCF”), to undertake on behalf of Osiris
Therapeutics, Inc., a Delaware corporation (“Osiris”),
an offering of up to $20,000,000 in convertible promissory notes
(the “Notes”) of Osiris (the
“Offering”). The Notes are, subject to certain
conditions, convertible into shares of the Common Stock, par value
$0.001 per share (the “Common Stock”), of Osiris.
The purpose of this letter is to set forth certain of the
understandings between FCF and Osiris in connection with the
Offering. Additional understandings with regard to the
arrangement between Osiris and FCF in respect of the Offering may
be the subject of other and additional letters and agreements by
and between the parties.
Osiris and FCF each understand that
the Offering is to be undertaken in compliance with Regulation S
(“Regulation S”) under the United States Securities Act
of 1933, as amended (the “Act”), and also in compliance
with the requirements of Regulation D under the Act. To that
end, FCF does hereby represent, warrant, covenant and agree, in
connection with the Offering, as follows:
1.
Neither FCF nor any of its affiliates, nor any person acting on its
behalf, have engaged or will engage in any “directed selling
efforts” (as such term is defined in Regulation S) in the
United States with respect to the offering of the Notes, and they
have complied and will comply with the offering restriction
requirements of Regulation S in connection with the
Offering.
2.
FCF acknowledges that neither the Notes nor the shares of Common
Stock issuable upon conversion thereof have been, and the Notes
will not be, and the shares of Common Stock issuable upon
conversion thereof may not be, registered under the Act, and that,
prior to the expiration of one year after the closing of the
Offering (the “Distribution Compliance Period”),
neither the Notes nor the shares of Common Stock issued upon
conversion thereof may
be offered or sold within the United
States, or for the account or benefit of, any U.S. Person (as
defined in Regulation S), except in accordance with the provisions
of Rule 903 or 904 of Regulation S under the Act, or pursuant to an
exemption from the registration requirements of the Act, or, in the
case of any shares of Common Stock issued upon conversion of the
Notes, unless registered pursuant to the Act.
3.&nbs
