Common use of CASTLERIGG MASTER INVESTMENTS LTD Clause in Contracts

CASTLERIGG MASTER INVESTMENTS LTD. By Xxxxxxx Asset Management Corp., its investment manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: General Counsel EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [ ] [ ] [ ] Re: Broadcast International, Inc. Ladies and Gentlemen: [We are][I am] counsel to Broadcast International, Inc., a Utah corporation (the “Company”), and have represented the Company in connection with that certain Loan Restructuring Agreement (the “Loan Restructuring Agreement”) entered into by and between the Company and Castlerigg Master Investments Ltd. (the “Lender”) pursuant to which the Company issued to the Lender shares (the “Shares”) of the Company's common stock, par value $0.05 per share (the “Common Stock”), [a warrant to purchase shares of Common Stock (“Warrant Shares”)], and an Amended and Restated Senior Convertible Note (the “Amended Note”) which is convertible into Common Stock (the “Conversion Shares”). Pursuant to the Loan Restructuring Agreement, the Company also has entered into an Investor Rights Agreement with the Lender (the “Investor Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Investor Rights Agreement), including the Shares[, the Warrant Shares], any Additional Warrant Shares and the Conversion Shares, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company's obligations under the Investor Rights Agreement, on ____________ ___, 201_, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Lender as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Lender pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Lender. Very truly yours, [ISSUER'S COUNSEL] By:_____________________ CC: [LENDER] EXHIBIT B

CASTLERIGG MASTER INVESTMENTS LTD. By Xxxxxxx Asset Management Corp., its investment manager By: /s/ Xxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxxxx Title: General Counsel Senior Managing Director SCHEDULE OF BUYERS Buyer Buyer Address and Facsimile Number Buyer's Representative's Address and Facsimile Number Castlerigg Master Investments c/o Sandell Asset Management Corp. 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Cem Hacioglu/Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Xxxxxxx Xxxx & Xxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxx, Esq. Facsimile: (000) 000-0000 Telephone: (000) 000-0000 EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [ ] [ ] [ ] Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx Re: Broadcast International, Inc. PSIVIDA LIMITED Ladies and Gentlemen: [We are][I am] are counsel to Broadcast InternationalpSivida Limited, Inc., a Utah an Australian corporation (the “"Company”"), and have represented the Company in connection with that certain Loan Restructuring Amendment Agreement (the “Loan Restructuring "Purchase Agreement”") entered into by and between among the Company and Castlerigg Master Investments Ltd. the buyers named therein (collectively, the “Lender”"Holders") pursuant to which the Company issued to the Lender shares (the “Shares”) of Holders notes convertible into the Company's common stockADRs (as converted, par value $0.05 per share the "Conversion Shares"), and warrants (the “Common Stock”), [a warrant to purchase shares of Common Stock "Warrants") exercisable for Ordinary Shares (“the "Warrant Shares”)], and an Amended and Restated Senior Convertible Note (the “Amended Note”) which is convertible into Common Stock (the “Conversion Shares”"). Pursuant to the Loan Restructuring Purchase Agreement, the Company also has entered into an Investor a Registration Rights Agreement with the Lender Holders (the “Investor "Registration Rights Agreement”") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Investor Registration Rights Agreement), including the Shares[ADRs issuable upon conversion of the Notes, as interest on the Warrant Shares], any Additional Warrant Shares Notes and upon exercise of the Conversion Shares, Warrants under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with the Company's obligations under the Investor Registration Rights Agreement, on ____________ ___, 201_2006, the Company filed a Registration Statement on Form S-3 F-3 (File No. 333-_____________) (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") relating to the Registrable Securities which names each of the Lender Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] we advise you that a member of the SEC's staff has advised [us][me] us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction opinion to you that the shares of Common Stock ADRs are freely transferable by the Lender Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock ADRs to the LenderHolders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated September 14, 2006. This letter shall serve as our standing instructions to you with regard to this matter. Very truly yours, [ISSUER'S COUNSEL] By:_____________________ CC: [LENDER] EXHIBIT B_

CASTLERIGG MASTER INVESTMENTS LTD. By Xxxxxxx Asset Management Corp., its investment manager By: /s/ Xxxxxxx Xxxxxxx __________________________________ Name: Xxxxxxx Xxxxxxx Title: General Counsel (Signature Page to Investor Rights Agreement) NY:1316208.10 EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [ ] [ ] [ ] Re: Broadcast International, Inc. Ladies and Gentlemen: [We are][I am] counsel to Broadcast International, Inc., a Utah corporation (the “Company”), and have represented the Company in connection with that certain Loan Restructuring Agreement (the “Loan Restructuring Agreement”) entered into by and between the Company and Castlerigg Master Investments Ltd. (the “Lender”) pursuant to which the Company issued to the Lender shares (the “Shares”) of the Company's common stock, par value $0.05 per share (the “Common Stock”), [a warrant to purchase shares of Common Stock (“Warrant Shares”)], and an Amended and Restated Senior Convertible Note (the “Amended Note”) which is convertible into Common Stock (the “Conversion Shares”). Pursuant to the Loan Restructuring Agreement, the Company also has entered into an Investor Rights Agreement with the Lender (the “Investor Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Investor Rights Agreement), including the Shares[, the Warrant Shares], any Additional Warrant Shares and the Conversion Shares, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company's obligations under the Investor Rights Agreement, on ____________ ___, 201_, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Lender as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. NY:1316208.10 This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Lender pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Lender. Very truly yours, [ISSUER'S COUNSEL] By:_____________________ CC: [LENDER] EXHIBIT BNY:1316208.10

CASTLERIGG MASTER INVESTMENTS LTD. By Xxxxxxx Asset Management Corp., its investment manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: General Counsel EXHIBIT A FORM Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx President SCHEDULE OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [ ] [ ] [ ] Re: Broadcast International, Inc. Ladies BUYERS Buyer Buyer Address and Gentlemen: [We are][I am] counsel to Broadcast International, Inc., a Utah corporation (the “Company”), Facsimile Number Buyer’s Representative’s Address and have represented the Company in connection with that certain Loan Restructuring Agreement (the “Loan Restructuring Agreement”) entered into by and between the Company and Facsimile Number Castlerigg Master Investments Ltd. Ltd c/o Sandell Asset Management Corp. 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Cem Hacioglu/Xxxxxxx Xxxxxxx Facsimile: (the “Lender”000) pursuant to which the Company issued to the Lender shares 000-0000 Telephone: (the “Shares”000) of the Company's common stock000-0000 Xxxxxxx Xxxx & Xxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, par value $0.05 per share XX 00000 Attn: Xxxxxxx Xxxxx, Esq. Facsimile: (the “Common Stock”), [a warrant to purchase 000) 000-0000 Telephone: (000) 000-0000 EXHIBIT A SELLING SHAREHOLDERS The shares of Common Stock (being offered by the selling shareholders are issuable upon conversion of the convertible notes and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Warrant Shares”)], and an Amended and Restated Senior Private Placement of Shares of Convertible Note (Notes” above. We are registering the “Amended Note”) which is convertible into shares of Common Stock (in order to permit the “Conversion Shares”)selling shareholders to offer the shares for resale from time to time. Pursuant Except for the ownership of the Convertible Notes and Warrants issued pursuant to the Loan Restructuring AgreementSecurities Purchase Agreement to our knowledge, the Company also has entered into an Investor Rights Agreement selling shareholders have not had any material relationship with us within the Lender (past three years. The table below lists the “Investor Rights Agreement”) pursuant to which selling shareholders and other information regarding the Company agreedbeneficial ownership of the shares of Common Stock by each of the selling shareholders. The second column lists the number of shares of Common Stock beneficially owned by each selling shareholder, among other things, to register based on its ownership of the Registrable Securities (as defined in the Investor Rights Agreement), including the Shares[, the Warrant Shares], any Additional Warrant Shares convertible notes and the Conversion Shares, under the Securities Act of 1933warrants, as amended (the “1933 Act”). In connection with the Company's obligations under the Investor Rights Agreement, on of ____________ __, 200_, 201_, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities assuming conversion of all convertible notes and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Lender as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member exercise of the SEC's staff has advised [us][me] warrants held by telephone the selling shareholders on that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] date, without regard to any limitations on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued conversions or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statementexercise. This letter shall serve as our standing instruction to you that The third column lists the shares of Common Stock are freely transferable being offered by this prospectus by the Lender pursuant to selling shareholders. In accordance with the Registration Statement. You need not require further letters from us to effect any future legend-free issuance terms of registration rights agreements with the selling shareholders, this prospectus generally covers the resale of at least 120%, or reissuance such lesser amount of required by the SEC, of the sum of (i) the number of shares of Common Stock issuable upon conversion of the convertible notes (and the interest accrued and payable thereunder) as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (ii) the number of shares of Common Stock issuable upon exercise of the related warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible notes and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling shareholder may not convert the convertible notes or exercise the warrants to the Lenderextent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of the warrants which have not been exercised. Very truly yoursThe number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, [ISSUER'S COUNSEL] By:_____________________ CC: [LENDER] EXHIBIT Bsome or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Castlerigg Master Investments (1) 0