NOTE AMENDMENT AGREEMENT
This
Note
Amendment Agreement (this “Agreement”) is made as of the 22nd day of February
2006 by and between pSivida Limited, a company organized under the laws of
Australia (the “Company”) and Castlerigg Master Investments Ltd., a company
organized under the laws of the British Virgin Islands (the
“Holder”).
1. Section
7(f) of the Note is hereby amended in its entirety to read as
follows:
“(f)
Adjustment.
If on
the ten (10) month anniversary of the Subscription Date, the Subsequent
Conversion Price is less than the then applicable Conversion Price, then the
Conversion Price shall be reset to the Subsequent Conversion
Price.”
2. Section
29(qq) of the Note is hereby amended in its entirety to read as
follows:
“(qq)
“Subsequent Conversion Price” means 108% of the arithmetic average of the
Weighted Average Price of the ADRs for the ten (10) consecutive Trading Days
ending on the Trading Day immediately preceding the ten (10) month anniversary
of the Subscription Date. All such determinations to be appropriately adjusted
for any share split, share dividend, share combination or other similar
transaction during such period.”
3. Except
as
otherwise expressly modified hereby, the Note remains in full force and effect
on the date hereof.
4. This
Agreement may be executed in counterparts, each of which shall be identical
and
all of which, when taken together, shall constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with the
laws
of the State of New York, USA.
CASTLERIGG MASTER INVESTMENTS LTD. |
PSIVIDA
LIMITED
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By: /s/ Xxxxxxx X. Xxxxx | By: /s/ Xxxxx Xxxxx | ||
Name: Xxxxxxx X. Xxxxx |
Name: Xxxxx Xxxxx |
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Title:
Senior Managing Director
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Title:
Managing Director
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