Freigutstrasse 5
Exhibit 10.30
Xxxxxxxxxxxxxx 0
0000 Xxxxxx
Xxxxxxxxxxx
May 19, 2006
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Gentlemen:
Reference is made to the letter (the “Termination Letter”) recently delivered and providing for termination of the Consulting Agreement (the “Consulting Agreement”) previously entered into between Xxxxxxx Corporate Finance AG, and or now Xxxxxxx Corporate Finance, Inc. (individually and collectively, “FCF”), and Osiris Therapeutics, Inc. (“Osiris”). A copy of the Termination Letter is attached hereto as Exhibit A.
Pursuant to the Termination Letter, FCF agreed to certain indemnity obligations in respect of any claims at any time existing or arising out of any instructions given or delivered to Osiris by FCF or its representatives, as liaison between Xxxxxxx clients and investors and Osiris, including, as regarding the delivery, ownership or transfer of any shares of capital stock of Osiris, or any rights, options or warrants in respect thereof. By executing this letter below, Xxxxx Xxxxxxx does, in his individual capacity, hereby join with FCF and does assume, jointly and severally with FCF, those indemnity obligations, as provided for under the Termination Letter, as aforesaid and as modified hereby.
In addition, by executing this letter below, Xxxxx Xxxxxxx, in his individual capacity, and FCF each agree that, notwithstanding the Termination Letter, indemnification will be provided for any instructions given or delivered to Osiris by FCF or its representatives (including Xxxxx Xxxxxxx), as well as in respect of any breach of any representations or warranties given or made by or on behalf of FCF, or by Xxxxx Xxxxxxx, in connection therewith, regardless of the capacity in which given. In addition, both FCF and Xxxxx Xxxxxxx agree that Osiris may satisfy any such indemnity claims through set-off against any shares of capital stock or other securities of Osiris registered on the books or records of Osiris in the name of FCF or Xxxxx Xxxxxxx.
The undersigneds acknowledge that each has received good and valuable consideration in exchange for executing and delivering the Termination Letter and this letter, that the Termination Letter and this letter have been executed and delivered with the intention that Osiris rely upon both, and that the obligations of FCF under the Termination Letter as originally executed and as modified by this letter are legally valid, binding and enforceable against each of the undersigned, and are hereby ratified and confirmed.
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Sincerely, |
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Xxxxxxx Corporate Finance, Inc. |
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Xxxxxxx Corporate Finance AG |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
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Accepted this 19th day of May, 2006. |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, Individually |
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By: |
/s/ C. Xxxxxx Xxxxx |
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Name: |
C. Xxxxxx Xxxxx |
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Title: |
President & CEO |
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