AMENDMENT NO. 3 TO LOAN AGREEMENT



AND RELATED NOTE


 


THIS AMENDMENT NO.
3 TO LOAN AGREEMENT AND RELATED NOTE (this “Amendment”) dated as of November 29, 2013, is by and
among HSL HOLDINGS INC., a Delaware corporation (the “Borrower”), JUBILANT LIFE SCIENCES HOLDINGS,
INC. (the “Guarantor”), and JUBILANT CADISTA PHARMACEUTICALS INC., a Delaware corporation
(the “Lender”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used
herein and not otherwise defined shall have the meaning ascribed thereto in the “Loan Agreement” (as defined below).


 


WHEREAS, the
Lender has extended an unsecured recourse loan to the Borrower in the principal amount of Ten Million and 00/100 ($10,000,000)
pursuant to a Loan Agreement, dated as of November 23, 2011 (the “Original Loan Agreement”), which loan
agreement has previously been amended pursuant to Amendment No. 1 to Loan Agreement and related Note, dated as of November 30,
2012, and Amendment No. 2 to Loan Agreement and related Note, dated as of January 30, 2013 (the “Original Loan Agreement,
as amended, the “Loan Agreement”); and


 


WHEREAS, the
Borrower and the Lender have agreed, subject to the terms and conditions hereof, to amend the Loan Agreement by (i) extending the
Maturity Date with respect to the Loan, from November 29, 2013 to November 28, 2014, provided that Lender shall still have the
right to demand payment from the Borrower at any time of all or any part of the Loan by delivering to Borrower a written demand
for payment as currently set forth in the Loan Agreement and (ii) providing for adjustments to the interest rate on the Loan under
certain circumstances; and


 


WHEREAS, the
Guarantor intends by its signature hereof to acknowledge and consent to such modification (notwithstanding that such consent is
not legally required for the obligations of the Guarantor to remain binding),


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.Amendment to Loan Agreement.
Upon effectiveness of this Amendment as set forth in Section 3 below, the Loan Agreement shall be amended as follows:


 


(a) Section 2(i) is amended and restated
to read in its entirety as follows:


 






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			“The outstanding principal amount of the Loan shall bear interest from the date hereof until
paid in full at a rate equal to five percent (5%) per annum; provided, however, that the interest rate shall be reset effective
as of September 1, and March 1 (each such date, an “Interest Reset Date”), commencing March 1,2014, so that such five
percent (5%) per annum rate is increased by an amount equal to the increase, if any, in the “Six Month Libor Rate”
(as hereinafter defined) on such Interest Reset Date, over the “Base Rate” (as hereinafter defined). For purposes of
this Agreement: the “Six Month Libor Rate” for any particular day (“Measurement Date”) means the interest
rate, equal to the London Interbank Offered Rate for deposits in United States Dollars for a period of six (6) months, as published
in the Wall Street Journal on such date (or if not so published, as determined as of the applicable Measurement Date on any reasonable
basis by Lender); the ‘Base Rate’ shall mean the Six Month Libor Rate on August 15, 2013; and for purposes of determine
the increase, if any, in the interest rate above five percent (5%) per annum on any Interest Reset Date, the Measurement Date for
determining the Six Month Libor Rate on such Interest Reset Date shall be two (2) business days preceding that Interest Reset Date.
Notwithstanding the foregoing or anything else to the contrary contained herein, (A) the interest rate shall be reset on any such
Interest Reset Date only to the extent that there has been more than a one hundred basis point increase in the Six Month Libor
Rate on the applicable Measurement Date over the Base Rate, as determined in accordance with the foregoing provision, and (B) under
no circumstances will the interest rate on the Loan or under the Note be more than the maximum rate allowed by applicable law.
All computations of interest and fees made or called for under this Loan Agreement or the Note shall be calculated on the basis
of actual days elapsed over a 360 day year. For the avoidance of doubt, and notwithstanding anything else to the contrary contained
in this Agreement, under no circumstances shall the interest rate on the principal amount of the Loan ever be less than five percent
(5%) per annum regardless of any decrease in the Six Month Libor Rate as compare to the Base Rate as determined on any Interest
Reset Date;”



 


(b) The second sentence of Section 3 is
deleted and replaced with the following:


 


			“For purposes of this Agreement, the “Maturity Date” shall mean November
28, 2014, and if extended by Lender, shall mean the last business day of the sixth calendar month commencing after the scheduled
Maturity Date to which the last such agreed to extension by Lender relates.”



 


2.References to Loan Agreement
in Note All references to the “Loan Agreement” in the Note shall mean the Loan Agreement as modified hereby


 


3.Conditions to Effectiveness.
This Amendment shall be and become effective when the Lender shall have received counterparts of this Amendment, which collectively,
shall have been duly executed on behalf of the Borrower and the Guarantor.


 


4.Representations and Warranties.


 


(a)Borrower hereby represents
and warrants to the Lender that:


 


(i)No default or
Event of Default will exist after giving pro forma effect to this Amendment and the transactions contemplated by and consented
to in this Amendment;


 


(ii)Giving effect
to this Amendment, the representations and warranties set forth in the Loan Agreement are, subject to the limitations set forth
therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier
date);


 


(iii)Each of the
Guarantor and the Borrower has the organizational power and authority to execute and deliver this Amendment and to perform its
obligations hereunder and has taken all necessary organizational action to authorize the execution, delivery and performance by
it of this Amendment; and


 






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(iv)Each of the Guarantor
and the Borrower has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation
enforceable in accordance with its terms.


 


(b)The Guarantor
hereby makes the same representations and warranties to Lender, after giving effect to this Amendment as set forth in Sections 4(a)(iii) and (iv)
of this Amendment as if set forth herein mutatis mutandis.


 


5.Amendment; No Implied Waiver.
This Amendment shall be limited precisely as written and shall not operate as a consent to any other action or inaction by the
Borrower or the Guarantor, or as a waiver or amendment of any right, power, or remedy of the Lender under the Loan Agreement or
the Note nor constitute a consent to any action or inaction, or a waiver or amendment of any provision contained in the Loan Agreement
and the Note except as specifically provided herein. Without limiting the generality of the foregoing, and for the avoidance of
doubt, nothing contained in this Amendment shall limit or be deemed to limit Lender’s right to demand repayment of all or
any portion of the outstanding principal amount of the Loan, accrued and unpaid interest, together with prepayment fees and other
sums and expenses, pursuant to Section 3 of the Loan Agreement, regardless of whether an Event of Default has occurred.


 


6.Reaffirmation of Borrower and
Guarantors Obligations; Other Acknowledgement and Consents. Each of the Borrower and the Guarantor hereby:


 


(a)Agrees that
it is truly and justly indebted to the Lender for all of the Borrower’s obligations under the Loan Agreement and the Note
without defense, offset or counterclaim of any kind whatsoever and reaffirms and admits the validity and enforceability of the
Loan Agreement, the Note and the Guaranty to which it is a party;


 


(b)Consents to
the execution and delivery of this Amendment by the Borrower and the Guarantor and to the terms and conditions set forth herein
and any other waivers, consents or amendments which the Lender deems appropriate;


 


(c)Agrees to be
bound by the terms and conditions of the Loan Agreement as amended or modified by this Amendment;


 


(d)Acknowledges
and agrees that all obligations of the Borrower under the Loan Agreement, as amended and modified by this Amendment, are included
in the obligations guaranteed by the Guarantor pursuant to the Loan Agreement; and


 


(e)Notwithstanding any prior disregard
of any of the terms of the Loan Agreement or the Note, agrees that the terms of the Loan Agreement and Note shall be strictly adhered
to on and after the date hereof in accordance with the terms hereof.


 


7.Further Assurances.
The Borrower and the Guarantor will each execute such additional documents as are reasonably requested by the Lender to reflect
the terms and conditions of this Amendment and will cause to be delivered such agreements, certificates, and other documents as
are reasonably required by the Lender.


 


8.Counterparts/Telecopy
This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be original and
all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy
shall be effective as an original and shall constitute a representation that an original shall be delivered.


 






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9.Governing Law. This
Amendment shall be deemed to be a contract made under and governed by the laws of the State of Delaware, without giving effect
to conflict of laws principles.


 


10.Survival. All warranties,
representations and covenants made by Borrower and the Guarantor herein, or in any agreement referred to herein or in any certificate,
document or other instrument delivered by them or on their behalf under this Amendment, shall be considered to have been relied
upon by Lender. All statements in any such certificate or other instrument shall constitute warranties and representations by Borrower
and Guarantor hereunder. All warranties, representations, and covenants made by Borrower and Guarantor hereunder or under any other
agreement or instrument shall be deemed continuing until the payment in full, in cash, and indefeasible satisfaction of all liabilities
and obligations of Borrower under the Loan Agreement and the Note.


 


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IN WITNESS WHEREOF, the Borrower
and the other parties listed below have caused this Amendment to be duly executed as of the day and year first above written.


 


	 	BORROWER:
	 	 	 
	 	HSL HOLDINGS INC.,
	 	 	 
	 	 	 
	 	By:	/s/ Sitakant Chaudhury
	 	 	Sitakant Chaudhury, Secretary
	 	 	 
	 	 	 
	 	GUARANTOR:
	 	 	 
	 	JUBILANT LIFE SCIENCES HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Rahul Devnani
	 	 	Rahul Devnani, Treasurer
	 	 	 
	 	 	 
	 	LENDER:
	 	 	 
	 	JUBILANT CADISTA PHARMACEUTICALS INC.
	 	 	 
	 	 	 
	 	By:	/s/ Kamal Mandan
	 	 	Kamal Mandan, Chief Financial Officer 


 


 


 


 


 


[Signature page to Amendment No. 3 to Loan
Agreement]


 






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