0001144204-07-017280 Sample Contracts

Castlerigg Master Investments Ltd.
Second Amendment Agreement • April 4th, 2007 • pSivida LTD • Laboratory analytical instruments

Reference is hereby made to that certain Second Amendment Agreement, dated as of December 29, 2006 ("Agreement"), by and between pSivida Limited (the "Company") and Castlerigg Master Investments Ltd.

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Binding Letter of Intent Regarding Amendment of Existing Convertible Note and Related Agreements of pSivida Limited
Binding Letter of Intent Regarding Amendment of Existing Convertible Note and Related Agreements • April 4th, 2007 • pSivida LTD • Laboratory analytical instruments

REGISTRATION RIGHTS The Second Amended and Restated Registration Rights Agreement (as defined in the Amendment Agreement) shall be amended to include the Series E Warrant Shares and the Series F Warrant Shares as Registrable Securities thereunder, and to provide for the inclusion of the Series A, Series B, Series C, Series D, Series E and Series F Warrants on the Additional Registration Statement (as defined in the Second Amended and Restated Registration Rights Agreement).

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