SUBORDINATION
AGREEMENT 










 


This
SUBORDINATION AGREEMENT (the  “Agreement”) made as of February 2, 2012, between Jubilant Cadista Pharmaceuticals
Inc., a Delaware corporation ("Borrower"), having an address at 207 Kiley Drive, Salisbury, MD 21801 (the "Debtor"),
Cadista Holdings Inc., a Delaware corporation, having an address at 207 Kiley Drive, Salisbury, MD 21801 and which is the
direct parent company of the Debtor ("Parent Company" or “Subordinator”), and ICICI Bank Limited, New
York Branch (the "Creditor").


 


1.
         Debt. The Subordinator warrants and represents to the
Creditor that the Subordinator is the direct or indirect owner of 100% of the shares of capital stocks of the Debtor and the Debtor
is or may in the future be indebted to Subordinator, without any defense, offset, or counterclaim.


 


2.          Subordination.
To induce the Creditor to lend or advance moneys or otherwise
extend credit to the Debtor pursuant to a Credit Facility Agreement dated as of the date hereof and executed between the Debtor
and the Creditor (the “Facility Agreement”), and to better secure the Creditor in respect thereof, the Subordinator
hereby subordinates the indebtedness owed by the Debtor to the Subordinator as well as any other indebtedness which the Debtor
may now or hereafter owe to the Subordinator to all debts, demands, claims, liabilities, or causes of action for which the Debtor
may now or at any time hereafter in any way be liable to the Creditor. The Debtor shall not pay, and the Subordinator shall not
accept payment of or assert or seek to enforce against the Debtor, any indebtedness now or hereafter owing by the Debtor to the
Subordinator or any collateral or security thereto appertaining, unless and until the Creditor has been paid in full all such
debts, claims, liabilities, demands, or causes of action now or hereafter owing to the Creditor by the Debtor. In the event of
any receivership, insolvency or bankruptcy proceedings instituted by or against Debtor, or assignment or trust mortgage of any
of Debtor’s assets for the benefit of Debtor’s creditors, or execution sale of any of its assets, or proceedings for
reorganization of, or readjustment of debt by, Debtor, or marshaling of Debtor’s assets or proceedings, whether or not judicial,
for liquidation, dissolution or other winding up of Debtor, or any distribution, division or application, partial or complete,
voluntary or involuntary, by operation of law or otherwise, of all or any part of Debtor’s assets occurring for any reason,
Subordinator will, in any such case, assign and pay over or deliver to Creditor, to the extent necessary to satisfy the then existing
indebtedness and liabilities of Debtor to Creditor in full with interest (plus expenses of collection), any and all dividends,
payments and other distributions with respect to the subordinated indebtedness to which Subordinator would be entitled, of any
kind or character, either in cash, property or securities, to be held by Creditor and applied by it for its own account to the
extent of its rights hereunder


 


3.          Assignment.
As further security for the Creditor, the Subordinator hereby assigns to the Creditor any and all such indebtedness
now or hereafter owing by the Debtor to the Subordinator and any all collateral or security therefor. The Subordinator agrees
to assign, endorse and deliver to and deposit with the Creditor any and all notes or other obligations or instruments evidencing
any such indebtedness and all collateral and security thereto appertaining, hereby irrevocably authorizing the Creditor to collect,
receive, enforce and accept any and all sums or distributions of any kind that may become due, payable, or distributable on or
in respect of such indebtedness, either principal or interest, or such collateral or security, whether paid directly or indirectly
by the debtor, paid or distributed in any bankruptcy, receivership, reorganizations, or dissolution proceedings or otherwise.
The Subordinator irrevocably authorizes the Creditor in its sole discretion to make and present claims therefor in any such proceedings,
in the name of either the Creditor or the Subordinator, and in case any such sums or distributions come into the Subordinator's
hands the Subordinator shall promptly turn the same over to the Creditor.


 



    	 



    	 



    

  


4.          Representations.
The Subordinator hereby represents and warrants that:


 










		(a)	It
                                                                                                                               has
                                                                                                                               not
                                                                                                                               assigned
                                                                                                                               or
                                                                                                                               transferred
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               indebtedness
                                                                                                                               or
                                                                                                                               any
                                                                                                                               interest
                                                                                                                               therein
                                                                                                                               or
                                                                                                                               any
                                                                                                                               such
                                                                                                                               collateral
                                                                                                                               or
                                                                                                                               security
                                                                                                                               to
                                                                                                                               any
                                                                                                                               other
                                                                                                                               person
                                                                                                                               and
                                                                                                                               that
                                                                                                                               it
                                                                                                                               shall
                                                                                                                               make
                                                                                                                               no
                                                                                                                               assignment
                                                                                                                               or
                                                                                                                               transfer
                                                                                                                               thereof.
                                                                                                                               



		(b)	All
                                                                                                                                                        notes
                                                                                                                                                        or
                                                                                                                                                        written
                                                                                                                                                        obligations
                                                                                                                                                        taken
                                                                                                                                                        to
                                                                                                                                                        evidence
                                                                                                                                                        the
                                                                                                                                                        indebtedness
                                                                                                                                                        or
                                                                                                                                                        all
                                                                                                                                                        renewal
                                                                                                                                                        notes
                                                                                                                                                        or
                                                                                                                                                        written
                                                                                                                                                        obligations
                                                                                                                                                        shall
                                                                                                                                                        be
                                                                                                                                                        endorsed
                                                                                                                                                        with
                                                                                                                                                        a
                                                                                                                                                        proper
                                                                                                                                                        notice
                                                                                                                                                        of
                                                                                                                                                        this
                                                                                                                                                        Agreement.



		(c)	The
                                                                                                                               obligations
                                                                                                                               expressed
                                                                                                                               to
                                                                                                                               be
                                                                                                                               assumed
                                                                                                                               by
                                                                                                                               it
                                                                                                                               in
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               are
                                                                                                                               legal,
                                                                                                                               valid,
                                                                                                                               binding
                                                                                                                               and
                                                                                                                               enforceable
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Subordinator.
                                                                                                                               



		(d)	It
                                                                                                                                                       has
                                                                                                                                                       the
                                                                                                                                                       power
                                                                                                                                                       to
                                                                                                                                                       enter
                                                                                                                                                       into,
                                                                                                                                                       perform
                                                                                                                                                       and
                                                                                                                                                       deliver,
                                                                                                                                                       and
                                                                                                                                                       has
                                                                                                                                                       taken
                                                                                                                                                       all
                                                                                                                                                       necessary
                                                                                                                                                       corporate
                                                                                                                                                       and
                                                                                                                                                       other
                                                                                                                                                       action
                                                                                                                                                       to
                                                                                                                                                       authorize
                                                                                                                                                       its
                                                                                                                                                       entry
                                                                                                                                                       into,
                                                                                                                                                       performance
                                                                                                                                                       and
                                                                                                                                                       delivery
                                                                                                                                                       of,
                                                                                                                                                       this
                                                                                                                                                       Agreement,
                                                                                                                                                       including
                                                                                                                                                       without
                                                                                                                                                       limitation,
                                                                                                                                                       the
                                                                                                                                                       consent
                                                                                                                                                       the
                                                                                                                                                       Boards
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       Parent
                                                                                                                                                       Company
                                                                                                                                                       and
                                                                                                                                                       the
                                                                                                                                                       Ultimate
                                                                                                                                                       Parent
                                                                                                                                                       that
                                                                                                                                                       are
                                                                                                                                                       attached
                                                                                                                                                       hereto
                                                                                                                                                       as
                                                                                                                                                       Exhibit
                                                                                                                                                       A.













		(e)	The
                                                                                                                                                     entry
                                                                                                                                                     into
                                                                                                                                                     and
                                                                                                                                                     performance
                                                                                                                                                     by
                                                                                                                                                     it
                                                                                                                                                     of,
                                                                                                                                                     and
                                                                                                                                                     the
                                                                                                                                                     transactions
                                                                                                                                                     contemplated
                                                                                                                                                     by,
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     do
                                                                                                                                                     not
                                                                                                                                                     and
                                                                                                                                                     will
                                                                                                                                                     not
                                                                                                                                                     conflict
                                                                                                                                                     with:



		(i)	any
                                                                                                                                                        law
                                                                                                                                                        or
                                                                                                                                                        regulation
                                                                                                                                                        applicable
                                                                                                                                                        to
                                                                                                                                                        it
                                                                                                                                                        or
                                                                                                                                                        binding
                                                                                                                                                        on
                                                                                                                                                        its
                                                                                                                                                        property
                                                                                                                                                        or
                                                                                                                                                        assets;



		(ii)	its
                                                                                                                                                         constitutional
                                                                                                                                                         documents;
                                                                                                                                                         and/
                                                                                                                                                         or



		(iii)	any
                                                                                                                                                          agreement
                                                                                                                                                          or
                                                                                                                                                          instrument
                                                                                                                                                          binding
                                                                                                                                                          on
                                                                                                                                                          it
                                                                                                                                                          or
                                                                                                                                                          any
                                                                                                                                                          of
                                                                                                                                                          its
                                                                                                                                                          property
                                                                                                                                                          or
                                                                                                                                                          assets.



		(f)	It
                                                                                                                                                     has
                                                                                                                                                     obtained
                                                                                                                                                     as
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     hereof,
                                                                                                                                                     all
                                                                                                                                                     authorizations,
                                                                                                                                                     consents,
                                                                                                                                                     permits
                                                                                                                                                     and
                                                                                                                                                     licenses
                                                                                                                                                     required:



		(i)	to
                                                                                                                                                        enable
                                                                                                                                                        it
                                                                                                                                                        lawfully
                                                                                                                                                        to
                                                                                                                                                        enter
                                                                                                                                                        into,
                                                                                                                                                        exercise
                                                                                                                                                        its
                                                                                                                                                        rights
                                                                                                                                                        and
                                                                                                                                                        comply
                                                                                                                                                        with
                                                                                                                                                        its
                                                                                                                                                        obligations
                                                                                                                                                        in
                                                                                                                                                        this
                                                                                                                                                        Agreement;



		(ii)	to
                                                                                                                                                         make
                                                                                                                                                         this
                                                                                                                                                         Agreement
                                                                                                                                                         enforceable
                                                                                                                                                         against
                                                                                                                                                         Subordinator;
                                                                                                                                                         and



		(iii)	to
                                                                                                                                                          enable
                                                                                                                                                          it
                                                                                                                                                          to
                                                                                                                                                          carry
                                                                                                                                                          on
                                                                                                                                                          its
                                                                                                                                                          business,
                                                                                                                                                          trade
                                                                                                                                                          and
                                                                                                                                                          ordinary
                                                                                                                                                          activities,
                                                                                                                                                          have
                                                                                                                                                          been
                                                                                                                                                          obtained
                                                                                                                                                          or
                                                                                                                                                          effected
                                                                                                                                                          and
                                                                                                                                                          are
                                                                                                                                                          in
                                                                                                                                                          full
                                                                                                                                                          force
                                                                                                                                                          and
                                                                                                                                                          effect.








5.          Claims.
The Subordinator hereby waives and postpones in favor of the Creditor all claims of every kind and description that the Subordinator
may now or hereafter have against the Debtor until the payment by the Debtor to the Creditor of all debts, claims, demands, or
causes of action of every character and description that the Creditor may now or hereafter have against the Debtor, whether arising
hereunder or in any other manner.


 


6.           Waiver.
The Subordinator waives notice of acceptance hereof, notice of the creation of any indebtedness or liability of the
Debtor to the Creditor, the giving or extension of credit to the Debtor, or the taking or releasing of security for the payment
thereof, and waives presentment, demand, protest, notice of protest or default, and all other notices to which the Subordinator
might otherwise be entitled.


 



    	2



    	 



    

  


7.
        Continuance of Agreement. This
Agreement and the obligations of the Debtor and the Subordinator and the rights and privileges to the Creditor hereunder shall
continue until payment in full of all claims and amounts due to the Creditor from the Debtor notwithstanding any action or non
action of the Creditor with respect thereto or any collateral therefor and any guarantees thereof..


 


8.
        Subrogation. The Subordinator shall be
subrogated to all rights of Creditor against the Debtor in respect of any amount paid to Creditor by the Subordinator under this
Agreement, provided that, the Subordinator agrees that until the date that all of the obligations of the Debtor under the Facility
Agreement are indefeasibly paid in full, the Subordinator shall not exercise any right or remedy against the Debtor in respect
of any of the obligations of the Debtor under the Facility Agreement or any security therefore arising by reason of any performance
by the Subordinator of this Agreement, whether by subrogation or otherwise. If any amounts are paid to the Subordinator in violation
of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Creditor, and shall forthwith be
paid to the Creditor to reduce the amount of the obligations of the Debtor under the Facility Agreement, whether matured or unmatured.


 


9.
         Binding effect. This
Agreement shall be binding on the Subordinator, and its successors and permitted assigns, and shall inure to the benefit of the
Creditor, its successors and assigns.


 


10.
       Entire agreement. This Agreement
supersedes all agreements previously made between the parties relating to the subject matter covered by this Agreement .


 


11.        Notices.
All notices or other documents under this Agreement shall be in writing and delivered personally or mailed by certified mail,
postage prepaid, addressed to the parties at their last known addresses.


 


12.        Non-waiver.
No delay or failure by a party to exercise any right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right unless otherwise expressly provided herein.


 


13.       Headings.
Headings in this agreement are for convenience only and shall not be used to interpret or construe its provisions.


 


14.       Governing
law. This agreement shall be construed in accordance with and governed by the laws of the State of New York.


 


15.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.


 


16.      
Costs and Fees. The Subordinator and Debtor jointly and/or severally promise to pay all reasonable out-of -pocket costs
and expenses (including without limitation reasonable counsel fees and expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Agreement, whether or not a lawsuit is filed or commenced.


 



    	3



    	 



    

 


17.
     Jurisdiction. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws, excluding any laws regarding the conflict of laws, of the State
of New York. The Subordinator and the Debtor hereby irrevocably consents and submits to the exclusive jurisdiction and venue of
the Federal District Court or State Court of competent jurisdiction sitting in the New York County, State of New York for adjudication
of any dispute concerning this Agreement and all other documents provided for herein. TO THE FULLEST EXTENT PERMITTED BY LAW,
THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY, AND ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT THEY MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.


 


*************************


 



    	4



    	 



    

 


IN
WITNESS WHEREOF the parties have signed this agreement the day and year first above written.


 


	 	Jubilant
    Cadista PharmaceuticalS Inc.
	 	 
	 	By:	/
    s / Kamal Mandan
	 	Name: 
    KAMAL MANDAN
	 	Title:
    CHIEF FINANCIAL OFFICER
	 	 
	 	Cadista
    HoldingS Inc.
	 	 
	 	By:
    /s/ Kamal Mandan
	 	Name:
    KAMAL MANDAN
	 	Title:
    CHIEF FINANCIAL OFFICER
	 	 
	 	ICICI
    BANK LIMITED, NEW YORK BRANCH
	 	 
	 	By:
    /s/ Ashish Bafna
	 	Name:
    ASHISH BAFNA
	 	Title:
    ASSISTANT GENERAL MANAGER


 



    	5



    	 



    

 


Exhibit
A


 


Board
Consents


 



    	6