Exhibit 4.3


 


Execution Version


 


Second
AMENDMENT TO 


Note
purchase AND GUARANTEE agreement


 


THIS SECOND AMENDMENT TO NOTE
PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of February 28, 2022, is entered into by and among Procaps
S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a
société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at
9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360
(the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing
Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”),
and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto.


 


RECITALS:


 


WHEREAS, the Obligors and
the Noteholders are parties to that certain Note Purchase and Guarantee Agreement dated November 5, 2021 (as amended by the First Amendment
to Note Purchase Agreement (as defined below), the “Note Purchase Agreement”);


 


WHEREAS, pursuant to the Note
Purchase Agreement, the Company issued, and the Noteholders purchased, the Company’s Guaranteed Senior Notes due November 12, 2031
in the aggregate principal amount of US$115,000,000 (the “Notes”);


 


WHEREAS, the Obligors and
the Noteholders entered into that certain First Amendment to Note Purchase and Guarantee Agreement dated as of January 12, 2022 (the “First
Amendment to Note Purchase Agreement”);


 


WHEREAS, the Obligors have
informed the Noteholders that the Syndicated Existing Credit Facility remains in effect as of the date hereof;


 


WHEREAS, the Obligors have
requested that the Noteholders agree to further amend the Note Purchase Agreement as set forth herein; and


 


WHEREAS, the undersigned Noteholders
are willing to agree to such amendments on the terms and subject to the conditions set forth herein.


 






     


     


    

 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT:


 


Section 1. Definitions.
Capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the Note Purchase Agreement
prior to giving effect to the Amendments (as defined below).


 


Section 2. Amendments.
Subject to the satisfaction of each of the conditions set forth in Section 4 hereof, the Note Purchase Agreement is hereby amended
in the manner specified in Annex B attached hereto (the “Amendments”) effective as of the Effective Date (as
defined below).


 


Section 3. Representations
and Warranties. To induce the Noteholders to execute this Agreement, each Obligor hereby
represents and warrants to the Noteholders as of the date hereof and as of the Effective Date as follows:


 


3.1 Organization;
Power and Authority. Each Obligor is a sociedad anónima, société anonyme, sociedad limitada,
private limited liability company, public limited liability company, corporation or other limited liability entity (as applicable) duly
organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified
and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each Obligor has the corporate or other entity power and authority to execute and deliver this Agreement
and to perform the provisions hereof and of the other Finance Documents to which it is a party.


 


3.2 Authorization,
etc. This Agreement has been duly authorized by all necessary corporate, private limited liability company or other entity action
on the part of each Obligor and this Agreement and each other Finance Document to which it is a party constitutes a legal, valid and binding
obligation of each Obligor, enforceable against each such Obligor in accordance with its terms, except as such enforceability may be limited
by (a) applicable bankruptcy, insolvency, reorganization, judicial or extrajudicial recovery, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


3.3 Compliance
with Laws, Other Instruments, etc. The execution, delivery and performance by the Obligors of this Agreement, and the performance
by each Obligor of the other Finance Documents to which it is a party, will not (a) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any property of any of the Obligors or any of their respective Subsidiaries
under, (x) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, (y) any corporate charter, memorandum of
association, articles of association, regulations or by-laws, shareholders agreement or (z) any other agreement or instrument to which
any of the Obligors or any of their respective Subsidiaries is bound or by which any of the Obligors or any of their respective Subsidiaries
or any of their respective properties may be bound or affected (other than any constitutional document), (b) conflict with or result in
a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority applicable to any of the Obligors or any of their respective Subsidiaries or (c) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to any of the Obligors or any of their respective Subsidiaries, in the case
of clauses (a)(x) and (a)(z), except for any conflict, breach or violation that could not reasonably be expected individually or in the
aggregate to have a Material Adverse Effect.


 






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3.4 Governmental
Authorizations, etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority
is required in connection with the execution, delivery or performance by any Obligor of this Agreement or the performance by any Obligor
of any other Finance Document to which it is a party. It is not necessary to ensure the legality, validity, enforceability or admissibility
into evidence of this Agreement or any other Finance Document in the jurisdiction of organization of any Obligor that this Agreement or
any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with
any stamp, registration or similar transaction tax other than any applicable de minimis Court Filing Duty that may be required in connection
with admissibility into evidence; provided that (i) in order for any document written in a language other than Spanish to be admissible
into evidence before a Colombian court, such document must be translated into Spanish by an official translator, (ii) in order for any
Finance Document executed outside Brazil to be admissible into evidence before a Brazilian Governmental Authority and a Brazilian court,
it must (A) have the notarization of the signatures of the parties signing outside Brazil by an official public notary, (B) be apostilled
by the competent authority of the respective country of origin of the document or, in case such country of origin is not a signatory of
the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, the signatures of the parties must be certified
by the competent Brazilian consulate located in the country of origin, (C) be translated into Portuguese by an official translator (tradutor
público juramentado) and (D) be registered together with its respective official translation into the Portuguese language with
the appropriate Registry of Deeds and Documents (Registro de Títulos e Documentos), (iii) in order for any document written
in a language other than Spanish to be admissible into evidence before a Salvadoran court, such document must be translated into Spanish,
notarized by a Salvadoran notary public and apostilled by the competent Governmental Authority of the respective country of origin of
such document or, in case such country of origin is not a signatory of the Hague Convention Abolishing the Requirement of Legalization
for Foreign Public Documents, the signatures of the parties must be certified by the competent Salvadoran consulate located in the country
of origin, and (iv) in order for any Finance Document to be admissible into evidence before a Luxembourg court or public authority, such
Finance Document must be accompanied by a complete or partial translation into French or German by an official translator and a Luxembourg
court may always require that the parties produce the original of the Finance Document on the basis of which a claim is made.


 


3.5 Disclosure.
The documents, certificates and other writings delivered to the Noteholders by or on behalf of the Obligors in connection with this Agreement,
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made.


 


3.6 No
Defaults or Events of Default. Immediately before and immediately after giving effect to this Agreement, no Default or Event of Default
exists and is continuing.


 






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Section 4. Conditions Precedent.
The Amendments shall become effective as of the date (the “Effective Date”) on which each of the following conditions
has been satisfied:


 


4.1 Execution
and Delivery. Each Obligor and the Required Holders shall have executed and delivered a counterpart of this Agreement.


 


4.2 Representations
and Warranties. The representations and warranties of the Obligors in this Agreement shall be correct as of the date hereof and as
of the Effective Date.


 


Section 5. Miscellaneous.


 


5.1 Part
of Note Purchase Agreement; Future References, etc. This Agreement shall be construed in connection with and as a part of the Note
Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Purchase
Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this Agreement may refer to the Note Purchase Agreement without
making specific reference to this Agreement, but nevertheless all such references shall include this Agreement unless the context otherwise
requires.


 


5.2 Effect
of Agreement. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy
of any Noteholder under the Note Purchase Agreement or any other Finance Document, or constitute a waiver of any provision of the Note
Purchase Agreement or any other Finance Document, except as specifically set forth herein.


 


5.3 Reaffirmation
of Obligations. Each Obligor hereby (a) in the case of the Parent Guarantor and the Existing Subsidiary Guarantors, acknowledges and
confirms the continuing existence, validity and effectiveness of its Guaranty of the Guaranteed Obligations pursuant to Section 15 of
the Note Purchase Agreement before and after giving effect to this Agreement, (b) acknowledges, ratifies and reaffirms, and agrees that
this Agreement shall not in any way release, diminish, impair or reduce its payment and performance obligations, contingent or otherwise,
under the Finance Documents to which it is a party (in the case of the Parent Guarantor and the Existing Subsidiary Guarantors, including
without limitation its obligations under its Guaranty of the Guaranteed Obligations pursuant to Section 15 of the Note Purchase Agreement),
and (c) reaffirms each of its waivers set forth in Section 15.3 of the Note Purchase Agreement.


 


5.4 Counterparts,
Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto. Delivery of an executed signature page by facsimile, e-mail or other electronic transmission shall
be effective as delivery of a manually signed counterpart of this Agreement.


 






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5.5 Payment
of Fees, Costs and Expenses. The Company agrees to pay, within five Business Days after the receipt by the Company of an invoice therefor,
the reasonable fees, costs, expenses, charges and disbursements incurred by the Noteholders in connection with the preparation, negotiation
and execution of this Agreement (including, without limitation, the reasonable fees of the Noteholders’ U.S. special counsel, Akin
Gump Strauss Hauer & Feld LLP) and the matters contemplated hereby.


 


5.6 Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors
and assigns.


 


5.7 Amendment
and Waiver. This Agreement may be amended, and the observance of any term hereof may be waived, only with the written consent of each
of the parties hereto.


 


5.8 Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any
way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required
hereunder.


 


5.9 Entire
Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof.


 


5.10 Designation
as Finance Document. The parties hereto agree that this Agreement constitutes a Finance Document.


 


5.11 Governing
Law; Jurisdiction and Process; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The terms of
Section 24.7 of the Note Purchase Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto expressly and
irrevocably agree to such terms.


 


(Remainder of Page Intentionally Left Blank - Signature
Page Follows)


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the
date first above written.


 


	OBLIGORs:	 
	 	 
	PROCAPS S.A.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name: 	Carlos Piocuda	 
	Title:	Representante Legal	 
	 	 	 
	PROCAPS GROUP, S.A.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Authorized Representative	 
	 	 	 
	C.I. PROCAPS, S.A.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Representante Legal	 
	 	 	 
	DIABETRICS HEALTHCARE S.A.S.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Representante Legal	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	PHARMAYECT S.A.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name: 	Carlos Piocuda	 
	Title:	Representante Legal	 
	 	 	 
	PROCAPS, S.A. DE C.V.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Authorized Representative	 
	 	 	 
	BIOKEMICAL, S.A. DE C.V.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Authorized Representative	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	COLBRAS INDÚSTRIA E COMÉRCIO LTDA.	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name: 	Carlos Piocuda	 
	Title:	Authorized Representative	 
	 	 	 
	By:	/s/ Grethel Moreno R.	 
	Name:	Grethel Moreno R.	 
	Title:	Authorized Representative	 
	 	 	 
	Witnesses:	 
	 	 	 
	1.	/s/ Marcela Carvajalino	 
	Name:	Marcela Carvajalino	 
	Id: 22.579.748	 
	 	 	 
	2.	/s/ Natalia Caballero	 
	Name:	Natalia Caballero	 
	Id: 53.145.522	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	SOFGEN PHARMACEUTICALS LLC	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Authorized Representative	 


  


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	CRYNSSEN PHARMA GROUP LTD	 
	 	 	 
	By:	/s/ Carlos Piocuda	 
	Name:	Carlos Piocuda	 
	Title:	Authorized Representative	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


Noteholders:


 


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION


 


	By:	PGIM, Inc. (as Investment Manager)	 
	 	 	 	 
	 	By:	/s/ Ty Bowman	 
	 	Name: 	Ty Bowman	 
	 	Title:	Vice President	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY,
INC.


	By:	Cigna Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/ Leonard Mazlish	 
	 	Name: 	Leonard Mazlish	 
	 	Title:	Managing Director	 



 


CIGNA HEALTH AND LIFE INSURANCE COMPANY


	By:	Cigna Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/ Leonard Mazlish	 
	 	Name: 	Leonard Mazlish	 
	 	Title:	Managing Director	 


 


(Signature Page to Second Amendment to Note Purchase
and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


Annex A



Existing Subsidiary Guarantors


 


C.I. Procaps S.A., a sociedad anónima
organized under the laws of Colombia


 


Diabetrics Healthcare S.A.S., a sociedad por
acciones simplificada organized under the laws of Colombia


 


Pharmayect S.A., a sociedad por acciones simplificada
organized under the laws of Colombia


 


Procaps, S.A. de C.V., a sociedad anónima
de capital variable organized under the laws of El Salvador


 


Biokemical, S.A. de C.V., a sociedad anónima
de capital variable organized under the laws of El Salvador


 


Colbras Indústria e Comércio Ltda.,
a sociedade limitada organized under the laws of Brazil, enrolled with the Brazilian Taxpayer’s Registry (CNPJ) under no
00.413.925/0001-64


 


Sofgen Pharmaceuticals LLC, a limited liability
company organized under the laws of the State of Florida


 


Crynssen Pharma Group Ltd, a private limited liability
company registered and organized under the laws of Malta under company registration number C 59671


 






    Annex A - 1


     


    

 


Annex B


 


Amendments


 


	1.	Section 9.9 (Most Favored Lender). Clause (e) of Section 9.9 of the Note Purchase Agreement is amended and restated in its entirety to read as follows:


 


“(e) Notwithstanding
anything set forth in this Section 9.9, no More Favorable Provision given or granted under the Syndicated Existing Credit Facility (including
any replacement or substitute agreements entered into after the date of this Agreement) shall be deemed incorporated into this Agreement
as an Incorporated Provision until the earlier of (i) March 31, 2022 and (ii) the date that the Parent Guarantor or any of its Subsidiaries
enters into an agreement that is a replacement or substitution of the Syndicated Existing Credit Facility.”


 


	2.	Schedule A (Defined Terms); Definition of “Relevant Provision”. Clause (i) of the definition of “Relevant Provision” set forth in Schedule A (Defined Terms) of the Note Purchase Agreement is amended and restated in its entirety to read as follows:


 


“(i) any information reporting requirement,
affirmative or negative covenant or undertaking or any event of default that exists in the Syndicated Existing Credit Facility (as such
facility is amended, amended and restated, refinanced or replaced), as in effect on the earlier of (x) March 31, 2022 and (y) the date
that the Parent Guarantor or any of its Subsidiaries enters into an agreement that is a replacement or substitution of the Syndicated
Existing Credit Facility and”


 


 


Annex B - 1