LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(hereinafter, as it may be from time to time amended, modified, extended, renewed, refinanced and/or supplemented, referred to
as this “Loan Agreement”), is made this 30th day of  January, 2013 by and between


 


HSL HOLDINGS INC.,
a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (hereinafter referred
to as the “Borrower”),


 


AND


 


JUBILANT CADISTA
PHARMACEUTICALS INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware
(hereinafter referred to as the “Lender”).


 


WITNESSETH:


 


WHEREAS, the
Borrower has requested that the Lender, and the Lender has agreed to, pursuant to the terms, conditions and provisions of this
Loan Agreement, make available to the Borrower an unsecured recourse loan in the principal amount of Twenty Million and 00/100
Dollars ($20,000,000.00) (the “Loan”) for the general corporate purposes of the Borrower, including, without
limitation, financing a portion of the working capital requirements and capital expenditures needs of the Borrower (hereinafter,
as it may be from time to time amended, modified, extended, renewed, refinanced and/or supplemented, referred to as the “Loan
Facility”); and


 


WHEREAS, the
Loan is evidenced by that certain Note dated of even date herewith, in substantially the form attached hereto as Exhibit “A”,
executed by the Borrower, as the maker, in favor of the Lender, as the payee, in the aggregate principal amount of $20,000,000.00
(hereinafter, as it may be from time to time amended, modified, extended, renewed, refinanced, substituted and/or supplemented,
referred to as the “Note”).


 


NOW, THEREFORE,
IN CONSIDERATION OF THESE PREMISES AND THE MUTUAL REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE BORROWER AND THE LENDER, EACH
PARTY BINDING ITSELF AND ITS SUCCESSORS AND/OR ASSIGNS, THE BORROWER AND THE LENDER HEREBY AGREE AS FOLLOWS:



 


1.          THE
LOAN. Subject to the terms and conditions set forth herein, including, without limitation,
Borrower’s execution and delivery to Lender of the Note, which Borrower is executing and delivering to Lender simultaneously
herewith, Lender shall make the Loan to Borrower in the amount of Twenty Million Dollars ($20,000,000.00). Lender shall
make such funds available to Borrower by initiating a wire transfer of such funds, in accordance with written instructions from
Borrower.


 









    	1



    	 



    

 


2.          PAYMENT
OF INTEREST. (i) The outstanding principal amount of the Loan shall bear interest from the date hereof until paid in full
at a rate equal to four percent (4%) per annum. 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.


 


(ii)         Interest
on the outstanding principal balance of the Loan shall be due and payable, in arrears, on each “Payment Date” (as defined
in the next sentence) until the principal balance is paid in full, all as more fully described in Paragraph 3 below. For
purposes of this Note: “Payment Date” means: (a) the last business day of July and January; (b) the Maturity
Date; (c) the date of any mandatory or optional prepayments; and (d) the date any principal amount of the Loan is required to be
repaid to Lender pursuant to a “Notice of Demand” (as defined in Paragraph 3).


 


(iii)        Should
any monies remain unpaid after their due date herein or as accelerated according to the terms hereof, or in such other circumstances
as provided herein (including, upon the occurrence of an Event of Default), then the interest rate on the outstanding principal
amount of the Loan shall be increased to a rate equal to two percent (2.0%) per annum above the interest rate then in effect (which
increased rate of interest shall be hereinafter referred to as the “Default Rate”).
In no event shall any interest rate under this Loan Agreement or the Note exceed the maximum rate allowed by applicable
usury law. The Borrower acknowledges the Default Rate to be liquidated damages, and as such, to be reasonable compensation to the
Lender for expenses, work and services arising from the loss of income as well as loss of other investment opportunities by reason
of allocating the amount of the Loan for the term thereof.


 


3.          Repayment
of Principal and Interest. The Borrower shall pay the principal amount of the Loan outstanding on the “Maturity
Date” (as defined below in this Paragraph 3), unless such date is extended in writing by Lender, in its sole and absolute
discretion upon the written request of the Borrower not less than thirty (30) days prior to the then Maturity Date. For purposes
of this Agreement, the “Maturity Date” shall initially mean January 31, 2015, and if extended by Lender, shall
mean the last business day of the twelfth calendar month commencing after the scheduled Maturity Date to which the last such agreed
to extension by Lender relates. If the Maturity Date, or a Payment Date, shall not be a business day, then the applicable Maturity
Date or Payment Date shall be the next business day after the originally scheduled Maturity Date or Payment Date. In addition,
the Borrower will pay all accrued and unpaid interest on each Payment Date commencing on the last business day of July 2013. All
accrued and unpaid interest fees, expenses and other sums due and owing under this Loan Agreement and the Note shall be due and
payable on the Maturity Date, or earlier to the extent otherwise required pursuant to the terms of this Loan Agreement or the Note.
Notwithstanding the foregoing or anything else to the contrary contained in the Loan Agreement, in the Note or otherwise, the Lender
shall 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 (a “Notice of Demand”). The Borrower shall repay the principal amount of the Loan
demanded under a Notice of Demand, together with all accrued and unpaid interest thereon (and all prepayment fees, if any, described
in Paragraph 4(ii) below), and all other obligations under this Loan Agreement or the Note with respect to which payment
is demanded under the Notice of Demand, within sixty (60) days of Lender’s delivery of such notice; provided, however, that
if such sixtieth (60th) day is not a business day, then such amounts shall be due on the next business day following
such sixtieth (60th) day.


 


4.          Prepayment.
(i) Optional Prepayment. The Borrower may prepay the principal due under of the Loan, in whole or in part, with each payment
being in multiples of $1,000,000, without penalty or a premium, at any time upon the giving of not less than thirty (30) days’
prior express written notice to the Lender, subject to the following:


 






    	2



    	 



    

 


(a)          Any
partial prepayment of principal shall be applied against the outstanding principal balance of the Loan; and


 


(b)          Any
principal prepayment shall be accompanied by payment of all unpaid accrued interest on the Loan, together with all other unpaid
sums, expenses and fees due and owing hereunder, including, without limitation, the prepayment fee pursuant to Paragraph 4(ii),
all of which fees, if any, shall be deemed to have been earned, provided, however, that if the amount received is insufficient
to pay all such principal, interest, and other amounts due, the amount received shall be applied in the order and priority determined
in the sole discretion of Lender; and


 


(ii)  The
prepayment fee payable in connection with any prepayment of the Loan, pursuant to this Paragraph 4, Paragraph 3 or
otherwise, shall be in amount sufficient to compensate Lender for any loss, cost or expense incurred by it as a result of the prepayment,
including any loss or expense arising from fees payable to terminate the loans, if any, obtained by Lender (including pursuant
to its Credit Agreement or its principal revolving credit facility) for the purpose of funding the Loan in whole or in part.


 


(iii)  Loan
amounts that are repaid to Lender, whether pursuant to this Paragraph 4, Paragraph 3 or otherwise, may not be re-borrowed.


 


5.          Late
Charge. In the event that any payment, including, without limitation, interest and/or principal, required to be
made by the Borrower under this Loan Agreement or the Note shall not be received by the Lender within ten (10) days after the same
shall become due and payable, then the Lender may charge, and if so charged, the Borrower shall pay upon demand, a late charge
equal to two percent (2.0%) of such delinquent payment for the purpose of defraying the expense incident to the handling of such
delinquent payment.


 


6.          Tender
of Payment. All payments pursuant to the Loan Agreement or the Note shall be made in immediately available lawful
funds of the United States on a Payment Date at the office of the Lender located at 207 Kiley Drive, Salisbury, Maryland 21801,
or at such other place as the Lender shall designate in writing from time to time, and shall be credited as the funds become available
in lawful money of the United States. All sums payable to the Lender which is due on a day other than a business day shall be made
on the next succeeding business day and such extended time shall be included in the computation of interest. All payments under
this Loan Agreement and the Note shall be applied to pay late charges, accrued and unpaid interest, principal, escrows (if any)
and any other fees, costs and expenses which the Borrower is obligated to pay under this Loan Agreement and the Note, in such order
as the Lender may elect from time to time in its sole discretion.


 


7.          Time
of Payment. Whenever any payment to be made by the Borrower to the Lender pursuant to the terms of this Loan Agreement
or the Note (i) shall be tendered by the Borrower to the Lender in immediately available funds prior to or at 2:00 p.m. on the
date when due (which date shall be a Business Day), then such payment shall be considered to have been made on that business day,
(ii) shall be tendered by the Borrower to the Lender in immediately available funds after 2:00 p.m. on the date when due (which
date shall be a business day), then such payment shall be considered to have been made on the next succeeding business day or (iii)
shall be stated to be due on a day which is not a business day, such payment may be made on the next succeeding business day.


 


8.          Representations
and Warranties. To induce the Lender to lend the proceeds of the Loan to the Borrower pursuant to this Loan Agreement,
the Borrower makes the following representations and warranties:


 









    	3



    	 



    

 


(i)          The
Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(ii)         The
Borrower has all requisite power, authority and legal right (a) to borrow hereunder, (b) to execute and deliver this Loan
Agreement and the Note and to consummate the transactions and perform its obligations hereunder and thereunder and (c) to own its
properties and assets and to carry on and conduct its business as presently conducted;


 


(iii)        The
execution, delivery and performance by the Borrower of this Loan Agreement and the Note have been duly authorized by all necessary
corporate action on the part of the Borrower;


 


(iv)        Neither
the execution and delivery of this Loan Agreement or the Note, nor the consummation of the transactions contemplated hereunder
or thereunder, or the compliance with or performance of the terms and conditions herein or therein will result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, except
as contemplated or provided herein or therein, or is prevented by, limited by, conflicts with or will result in the breach or violation
of or a default (with due notice or passing of time or both) under the terms, conditions or provisions of (a) the Borrower’s
certificate of incorporation or bylaws, (b) any indenture, evidence of indebtedness, loan or financing agreement, or other agreement
or instrument of whatever nature to which the Borrower is a party or by which the Borrower is bound, or (c) to the best of the
Borrower’s knowledge, any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court
or federal, state, county or municipal governmental authority to which the Borrower is subject;


 


(v)         There
is no action, suit, proceeding, inquiry, hearing or investigation pending or, to the best of the Borrower’s knowledge, threatened
in any court of law or in equity, or before or by any federal, state, county or municipal governmental authority, wherein there
is a reasonable probability that an unfavorable determination, decision, decree, ruling or finding would (a) result in any material
adverse change in the business, assets, liabilities, financial condition, properties or operations of the Borrower, (b) materially
adversely affect the transactions contemplated by this Loan Agreement or the Note, and the ability of the Borrower to perform any
obligation hereunder and thereunder, or (c) adversely affect the validity or enforceability of this Loan Agreement or the Note.
To the best of the Borrower’s knowledge, the Borrower is not in violation of or in default with respect to any order, writ,
injunction, decree or demand of any such court or governmental authority;


 


(vi)        This
Loan Agreement and the Note, when executed and delivered by the Borrower, will constitute legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance with their respective terms;


 


(vii)       All
information and financial and other data contained in financial statements and reports previously furnished by the Borrower to
the Lender are true, correct and complete as of the date of said statements and reports, and there has been no material adverse
change with respect thereto since the dates thereof. No information has been omitted which would make the information previously
furnished to the Lender in such reports and financial statements misleading or incorrect in any material respect. Any and all financial
statements and reports of the Borrower previously furnished to the Lender by the Borrower present fairly the financial position
of the Borrower as at their respective dates and the results of operations and changes in financial position in accordance with
United States generally accepted accounting principles (“GAAP”) consistently applied throughout the periods covered
thereby, except as otherwise expressly noted therein. Since the date of the last financial statements previously furnished to the
Lender, there has been no material adverse change in the financial condition, business or operations of the Borrower other than
changes in the ordinary course of business or as disclosed in writing to the Lender;


 









    	4



    	 



    

 


(viii)      The
Borrower has duly filed or caused to be filed all federal, state and local tax reports and returns which are required to be filed
by the Borrower and has paid or made provision for the payment of, all taxes, assessments, fees and other governmental charges
which have or may have become due pursuant to said returns, or otherwise pursuant to any assessment received by the Borrower, except
such taxes, if any, as are being contested in good faith by the Borrower by appropriate proceedings (provided that such contest
shall not result in any of the Borrower’s properties being subject to loss or forfeiture) and for which the Borrower has
accrued the estimated liability on its balance sheet for the payment thereof;


 


(ix)         The
Borrower has good and marketable title to all of its properties and assets listed in the most recent financial statements delivered
to the Lender on or prior to the date hereof (except (a) as otherwise expressly described in said financial statements, and (b)
those properties and assets disposed of since the date of said financial statements in the ordinary course of business); and


 


(x)          The
Borrower is not in violation of or in default, in any material respect, under any applicable federal, state or local laws, ordinances,
rules and/or regulations which materially and adversely affect the financial condition or operations of the Borrower, and the Borrower
is not in violation of or default in any material and adverse respect under any indenture, evidence of indebtedness, loan or financing
agreement or other agreement or instrument of whatever nature to which the Borrower is a party or by which the Borrower is bound,
a default under which might have consequences that would materially adversely affect the Borrower’s financial condition or
operations, except as disclosed in writing to the Lender.


 


9.          CERTAIN
AFFIRMATIVE COVENANTS.


 


(i)          Notice
of Event of Default.  Within two (2) business days of becoming aware of any Event of Default or an event which with
the giving of notice and the passage of time would constitute an Event of Default, the Borrower shall give the Lender written notice
thereof, together with a written statement of the president of the Borrower in his/her capacity as an authorized officer setting
forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Borrower.


 


(ii)         Notice
of Material Adverse Change.  Within two (2) business days of becoming aware thereof, the Borrower shall give the
Lender written notice concerning any material adverse change in the business, assets, operations or financial condition of the
Borrower, setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Borrower.


 


(iii)        Notice
of Material Proceedings.  Within two (2) business days of becoming aware thereof, the Borrower shall give the Lender
written notice of the commencement, existence or threat of any action, suit, proceeding, governmental investigation or arbitration
against or affecting the Borrower, including without limitation, litigation, arbitration or administration proceedings which, if
adversely decided, would result in a material adverse effect on the business, assets, operations or financial condition of the
Borrower or on the ability of the Borrower to perform its obligations under this Loan Agreement or the Note.


 


(iv)        Notice
of Material Claims.  The Borrower shall notify the Lender, within two (2) Business Days, of all written claims, complaints,
orders, citations or notices, whether formal or informal, received by the Borrower from a governmental authority or other person
or entity relating to any law, including, without limitation, any environmental law or health and safety law, which could reasonably
be expected to result in a material adverse effect. Such notices shall include, among other information, the name of the party
who filed the claim, the potential amount of the claim, and the nature of the claim.


 









    	5



    	 



    

 


(v)         Preservation
and Maintenance of Properties and Assets.  At all times throughout the term of this Loan Agreement and the
Note the Borrower shall operate, maintain and preserve all rights, privileges, franchises, licenses and other properties and assets
necessary to conduct the Borrower’s business in accordance with all applicable governmental laws, ordinances, approvals,
rules and regulations and requirements, including, but not limited to, zoning, sanitary, pollution, building, Environmental Laws
and safety laws and ordinances, rules and regulations promulgated thereunder.


 


10.         Financial
Statements; Reports and Books and Records.


 


(i) The Borrower covenants
and agrees that it (a) shall keep and maintain complete and accurate books and records, and (b) shall permit the Lender and any
authorized representatives of the Lender to have reasonable access to and to inspect, examine and make copies of the books and
records at the Borrower’s principal place of business.


 


(ii)         The
Borrower covenants and agrees that it shall furnish, or cause to be furnished, to the Lender, at the Borrower’s own cost
and expense, as soon as available after the end of each fiscal year of the Borrower, but in any event within one hundred fifty
(150) days of each fiscal year end of the Borrower during the term of this Loan Agreement, annual financial statements of the Borrower
prepared in accordance with GAAP certified by the president or chief financial officer of the Borrower as being true, correct and
complete.


 


(iii)        The
Borrower covenants and agrees that it shall furnish, or cause to be furnished, to the Lender, at the Borrower’s own cost
and expense, as soon as available after the first, second and third fiscal quarters of the Borrower, but in any event no later
than forty-five (45) days after each such fiscal quarter during the term of this Loan Agreement, “unaudited” management
prepared financial statements of the Borrower for such fiscal quarter period, all in reasonable detail, setting forth in comparative
form the corresponding figures for the corresponding dates and periods during the preceding fiscal year, and certified by the president
or chief financial officer of the Borrower in his capacity as an authorized officer as presenting fairly the financial position
of the Borrower as of the end of such dates and fiscal periods and the results of its operations and cash flows for such fiscal
periods, in conformity with Generally Accepted Accounting Principles applied in a manner consistent with that of the most recent
annual financial statements furnished to the Lender, subject to normal and recurring audit adjustments.


 


(iv)        The
Borrower covenants and agrees that it shall furnish to the Lender any other financial and other information reasonably requested
by the Lender.


 


11.         Fees
and Expenses.  At all times throughout the term of this Loan Agreement, the Borrower shall pay or reimburse
the Lender for all reasonable fees and out-of-pocket expenses actually earned or incurred by the Lender with respect to the enforcement
of the Borrower’s obligations hereunder, including, but not limited to, the reasonable fees and expenses of the Lender’s
attorneys reasonably incurred in the enforcement of Lender’s rights as set forth in this Loan Agreement and the Note. Any
expenses so paid by the Lender shall be deemed advances under this Loan Agreement and the Note and shall be treated as set forth
in Paragraph 12 hereof.


 


12.         Advances.  At
any time during the term of this Loan Agreement, if the Borrower should fail to perform or observe, or to cause to be performed
or observed, any covenant or obligation of the Borrower under this Loan Agreement or the Note, then the Lender, may, after the
issuance of written notice to the Borrower (but shall be under no obligation to), take such steps as are necessary to remedy any
such nonperformance or nonobservance and provide for payment thereof. All amounts advanced by the Lender pursuant to this Paragraph
12 shall become an additional obligation of the Borrower to the Lender, and shall become immediately due and payable by the
Borrower, together with interest thereon at the Default Rate.


 









    	6



    	 



    

 


13.         Further
Assurances.  The Borrower shall, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments and documents as may reasonably be required for
carrying out the intention of or facilitating the performance of this Loan Agreement or the Note.


 


14.         Indemnification.  The
Borrower agrees to and does hereby indemnify, protect, defend and save harmless the Lender, as well as the Lender’s affiliates,
directors, officers, employees, agents, attorneys and shareholders (hereinafter referred to collectively as the “Indemnified
Parties” and individually as an “Indemnified Party”) from and against any and all losses, damages,
expenses or liabilities of any kind or nature and from any suits, claims, or demands, including reasonable counsel fees incurred
in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or
in any way connected with the Loan; provided, however, the Borrower shall not be obligated to indemnify, protect, defend and save
harmless an Indemnified Party, if the loss, damage, expense or liability was caused by or resulted from said Indemnified Party’s
own gross negligence or willful misconduct.


 


In case any action
shall be brought against an Indemnified Party based upon any of the above provisions and in respect to which indemnity may be sought
against the Borrower, said Indemnified Party, against whom such action was brought shall promptly notify the Borrower in writing,
and the Borrower shall assume the defense thereof, including the employment of counsel selected by the Borrower and reasonably
satisfactory to said Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement.
Upon reasonable determination made by said Indemnified Party, said Indemnified Party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof. The Borrower shall not be liable for any settlement of any such action
effected without its consent, but if settled with the Borrower’s consent, or if there be a final judgment for the claimant
in any such action, the Borrower agrees to indemnify and save harmless said Indemnified Party against whom such action was brought
from and against any loss or liability by reason of such settlement or judgment. The provisions of this Paragraph 14 shall
survive the termination of this Loan Agreement and the repayment of the Loan evidenced by the Note.


 


15.         Events
of Default.  The occurrence of any of the following events and the passing of any applicable notice and
cure periods shall constitute an “Event of Default” under this Loan Agreement and the Note (hereinafter referred to
as an “Event of Default”):


 


(i)          Any
representation or warranty made by or on behalf of the Borrower, Jubilant Life Sciences Holdings, Inc., a Delaware corporation
(the “Guarantor”), or any other person or entity pursuant to or in connection with the Loan, this Loan Agreement
or the Note, or in any report, agreement, document, certificate, financial statement or other writing furnished by or on behalf
of the Borrower, Guarantor and/or any other person or entity to the Lender in connection with the Loan, shall prove to be false,
incorrect or misleading in any material respect as of the date when made;


 


(ii)         The
Borrower shall have failed to make a payment of any installment of principal and/or interest on the Loan on its due date;


 









    	7



    	 



    

 


(iii)        The
Borrower shall have failed to duly observe or perform any covenant, condition or agreement with respect to the payment of monies
on the part of the Borrower to be observed or performed pursuant to the terms of this Loan Agreement or the Note, other than the
payment of interest and/or principal which shall be governed by subparagraph (ii) above and such default shall have remained
uncured for a period of ten (10) days after notice thereof to the Borrower by the Lender;


 


(iv)        The
Borrower or Guarantor shall have applied for or consented to the appointment of a custodian, receiver, trustee or liquidator of
all or a substantial part of its assets; or shall generally be unable to pay its debts when due; or shall have admitted in writing
the inability to pay its debts as they mature; or shall have made a general assignment for the benefit of its creditors; or shall
have filed a petition or an answer seeking an arrangement with its creditors or shall have taken advantage of any insolvency law;
or shall have submitted an answer admitting the material allegations of a petition in bankruptcy or insolvency proceeding; or an
order, judgment or decree shall have been entered, without the application, approval or consent of the Borrower or Guarantor, as
applicable, by any court of competent jurisdiction appointing a custodian, receiver, trustee or liquidator of the Borrower or the
Guarantor or a substantial part of any of its assets; or if any Order for Relief shall have been entered under the Federal Bankruptcy
Code; or


 


(v)         The
occurrence of an “Event of Default,” as defined in that certain loan agreement, dated November 23, 2011, by and between
Borrower and Lender, as the same has been or may hereafter be amended (the “2011 Loan Agreement”).


 


16.         Remedies.  Upon
the occurrence of an Event of Default, and at any time thereafter during the continuance of such Event of Default, the Lender may
take one or more of the following remedial steps:


 


(i)          Declare
immediately due and payable the outstanding principal balance of the Loan, together with all accrued and unpaid interest, fees
and other sums or expenses payable hereunder and under the Note, and accordingly accelerate payment thereof, without presentment,
demand or notice of any kind, all of which are expressly waived, notwithstanding anything to the contrary contained herein or elsewhere;


 


(ii)         Take
any action at law or in equity (a) to collect the payments then due and thereafter to become due under this Loan Agreement and
the Note or (b) to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Loan
Agreement and the Note; and


 


(iii)        Exercise
any and all rights and remedies which are provided for in the Loan Agreement and the Note (or in any instrument or document related
thereto, including, without limitation, the Guaranty by Guarantor set forth below).


 


17.         ACKNOWLEDGEMENT
OF LENDER’S RIGHT TO DEMAND PAYMENT.  Nothing in Paragraph 15 or Paragraph 16 or any other
provisions in this Loan Agreement or in the Note shall limit the 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 all prepayment fees and other sums
and expenses, pursuant to Paragraph 3, regardless of whether an Event of Default has occurred. The rights granted pursuant
to this Loan Agreement to Lender in connection with the occurrence of an Event of Default are in addition to, and not intended
to limit, such rights granted to Lender pursuant to Paragraph 3.


 


18.         No
Notices.  In order to entitle the Lender to exercise any remedy available to the Lender under Paragraph
16, it shall not be necessary for the Lender to give any notice, other than such notice as may be required expressly in this
Loan Agreement or by applicable law.


 









    	8



    	 



    

 


19.         Agreement
to Pay Attorneys’ Fees and Expenses.  If this Loan Agreement of the Note is placed in the hands
of an attorney for collection, by suit or otherwise, or to enforce its collection, the Borrower immediately and without demand
will pay all reasonable costs of collection and litigation together with reasonable attorneys’ fees.


 


20.         No
Additional Waiver Implied by One Waiver.  In the event any agreement contained in this Loan Agreement
or the Note should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular
breach so waived and shall not be deemed to waive any other breach hereunder.


 


21.         Failure
to Exercise Rights.  Nothing herein contained shall impose upon the Lender any obligation to enforce any
terms, covenants or conditions contained in this Loan Agreement or the Note. Failure of the Lender, in any one or more instances,
to insist upon strict performance by the Borrower of any terms, covenants or conditions of this Loan Agreement or the Note or any
document, agreement, instrument or certificate executed by the Borrower in connection with this Loan Agreement or the Note, shall
not be considered or taken as a waiver or relinquishment by the Lender of its right to insist upon and to enforce in the future,
by injunction or other appropriate legal or equitable remedy, strict compliance by the Borrower with all the terms, covenants and
conditions of this Loan Agreement or the Note and said other documents. The consent of the Lender to any act or omission by the
Borrower shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the
Lender’s consent to be obtained in any future or other instance.


 


22.         Successors
and Assigns.  All of the terms, covenants, warranties and conditions contained in this Loan Agreement
shall be binding upon and inure to the sole and exclusive benefit of the Borrower and the Lender and their respective successors
and assigns.


 


23.         Notices.  Unless
otherwise indicated differently, all notices, payments, requests, reports, information or demands which any party hereto may desire
or may be required to give to any other party hereunder, shall be in writing and shall be personally delivered or sent by confirmed
telecopy transmission, nationally recognized overnight courier or first-class certified or registered United States mail, postage
prepaid, return receipt requested, and sent to the party at its address appearing below or such other address as any party shall
hereafter inform the other party hereto by written notice given as aforesaid:


 


	If to the Borrower:	
        HSL HOLDINGS INC.

        3525 N. Regal Street

        Spokane, WA 99207

        Attn: Mr. Sitakant Chaudhary

        Fax No.: 509-484-4320

	 	 
	If to Lender:	
        JUBILANT CADISTA PHARMACEUTICALS INC.

        207 Kiley Drive

        Salisbury, Maryland 21801

        Attn: Mr. Kamal Mandan

        Fax No. 410-860-8719



 


All notices, payments, requests, reports,
information or demands so given shall be deemed effective upon receipt or, if mailed, upon receipt or the expiration of the third
day following the date of mailing, whichever occurs first, except that any notice of change in address shall be effective only
upon receipt by the party to whom said notice is addressed. A failure to send the requisite copies does not invalidate an otherwise
properly sent notice to the Borrower and/or the Lender.


 




    	9



    	 



    

 


24.         Modification
In Writing.  This Loan Agreement and the Note is the entire agreement between the Borrower and the Lender relating
to the Loan, and supersedes all prior agreements whether written or oral, with respect to the subject matter hereof. This Loan
Agreement and the Note may not be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against whom enforcement of the change, waiver, discharge or termination is sought.


 


25.         Rights,
Powers and Remedies are Cumulative. None of the rights, powers and remedies conferred upon or reserved to the Lender
in this Loan Agreement is intended to be exclusive of any other available right, power or remedy, but each and every such right,
power and remedy shall be cumulative and not alternative, and shall be in addition to every right, power and remedy herein specifically
given or now or hereafter existing at law, in equity or by statute. Any forbearance, delay or omission by the Lender in the exercise
of any right, power or remedy shall not impair any such right, power or remedy or be considered or taken as a waiver or relinquishment
of the right to insist upon and to enforce in the future, by injunction or other appropriate legal or equitable remedy, any of
said rights, powers and remedies given to the Lender herein. The exercise of any right or partial exercise thereof by the Lender
shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived
by an instrument in writing executed by the Lender.


 


26.         Usurious
Interest Rate.  Notwithstanding anything to the contrary contained in this Loan Agreement or in the Note, the effective
rate of interest under this Loan Agreement and the Note shall not exceed the maximum effective rate of interest permitted by applicable
law. In the event that the interest referred to hereunder would be usurious in the Lender’s opinion at any time, the Lender
reserves the right to reduce the interest payable by the Borrower. The provisions of this Paragraph 26 shall survive the
repayment of the Loan.


 


27.         No
Assignment. The Borrower may not assign any of its right, title or interest under this Loan Agreement, nor may the
Borrower delegate any of its obligations and duties under this Loan Agreement or the Note. Any attempted assignment or delegation
in contravention of the foregoing shall be null and void.


 


28.         Conflicting
Paragraphs. In the event any paragraphs of this Loan Agreement shall be determined to be apparently contrary to
or conflicting with any other paragraph of this Loan Agreement, then the paragraph containing the more specific provisions shall
control and govern with respect to such apparent conflict.


 


29.         DELAWARE
Law Governs. This Loan Agreement and the Note and all matters relating thereto
shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without giving effect
to conflict of laws principles.


 


30.         Absolute
Liability of the Borrower.  The liability of the Borrower shall be absolute and unconditional and without regard
to the liability of any other party, except as otherwise provided herein.


 






    	10



    	 



    

 








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


 


	 	BORROWER:
	 	 
	 	HSL HOLDINGS INC.
	 	 
	 	By:	/s/Sitakant Chaudhary
	 	 	Name:  Sitakant Chaudhary
	 	 	Title: Chief Financial Officer
	 	 	 
	 	LENDER:
	 	 	 
	 	JUBILANT CADISTA PHARMACEUTICALS INC.
	 	 	 
	 	By:	/s/Kamal Mandan
	 	 	Name:  Kamal Mandan
	 	 	Title:  Chief Financial Officer


 




    	11



    	 



    

 


guaranty.  In
order to induce Lender to enter into the above Loan Agreement and make the Loan, Jubilant Life Sciences Holdings, Inc., a Delaware
corporation (“Guarantor”), hereby guaranties the full, prompt and unconditional payment when due, of each and every
liability and obligation of Borrower owing to the to the Lender under this Loan Agreement and/or the Note, when and as the same
shall become due, whether at the stated maturity date, by acceleration, on demand or otherwise, and the full, prompt, and unconditional
performance of each and every term and condition of any covenant to be performed by Borrower under this Agreement and/or the Note
(all liabilities, obligations and covenants of Borrower under this Loan Agreement and the Note are collectively referred to as
the “Loan Obligations”). This guaranty is absolute, continuing and unconditional and irrevocable and is a guaranty
of payment and performance as a primary obligor, not a guaranty of collection. Guarantor waives any right to require Lender, as
a condition of payment or performance Guarantor hereunder to proceed against Borrower or any other person or entity or to pursue
any other remedy or enforce any other right. To the extent permitted by applicable law, Guarantor unconditionally waives diligence,
demand or notice of any kind whatsoever with respect to this guaranty or the Loan Obligations or with respect to any condition
or circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or
surety or that might otherwise limit recourse against Guarantor. Until such time as the Loan Obligations and all liabilities, obligations
and covenants of Borrower under the 2011 Loan Agreement and the promissory note executed in connection therewith have been fully
and indefeasibly been repaid to Lender, Guarantor hereby irrevocably and unconditionally waives and relinquishes any and all statutory,
contractual, common law, equitable or other rights and claims the Guarantor may have against Borrower in connection with the Loan
Obligations, including, without limitation, any claim (i) to seek reimbursement, contribution, indemnification, set-off or other
recourse from or against Borrower in connection with any payment by Guarantor pursuant to this Guaranty, or (ii) to be subrogated
to the Lender’s rights under this Loan Agreement and/or the Note upon the Guarantor’s performance under this Guranty.
Guarantor shall not have the right to consent to, or receive any notice of, any supplement to or amendment, waiver or modification
of the terms of this Loan Agreement or the Note, and no notice or demand on Guarantor shall entitle Guarantor to any other notice
or demand in the same, similar or any other circumstances. Borrower and Lender may renew, extend, change or modify the time, manner,
place or terms of payment, performance or observance of any or all of the Loan Obligations and settle or compromise any or all
of such Loan Obligations all in such manner and upon such terms as the Borrower and Lender may deem proper, without notice to or
further assent of Guarantor. Guarantor shall remain bound under this Guaranty notwithstanding such renewal, extension, change,
modification, release, settlement or compromise. No failure on the part of Lender, or delay by Lender, in exercising any right
under or with respect to this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right preclude any other further exercise thereof or the exercise of any other right of the Lender with respect to this Guaranty.
The terms and provisions of Paragraphs 19, 22, 24, 27 and 29 of the Loan Agreement shall apply mutatis mutandis to this
Guaranty, as if this Guaranty were the Loan Agreement and the Guarantor was a party to the Loan Agreement as Borrower. For the
avoidance of doubt, any capitalized term used in this Guaranty that is not otherwise defined in this Guaranty shall have the meaning
ascribed to it in the above Loan Agreement.


 


	JUBILANT LIFE SCIENCES HOLDINGS, INC.	 
	 	 	 
	By:	/s/ Rahul Devnani	 	 
	 	Name:  Rahul Devnani	 
	 	Title:  Treasurer	 
	 	 
	Date: January 30, 2013	 


 




    	12



    	 



    

 


EXHIBIT “A”


 


ATTACHED TO AND MADE A PART OF THAT CERTAIN


LOAN AGREEMENT


BY AND BETWEEN HSL HOLDINGS INC., AS
THE BORROWER, 


AND 


JUBILANT CADISTA PHARACEUTICALS INC.,
AS THE LENDER,


DATED 


January 30, 2013


 


Form of Note


 


	$20,000,000.00	[_______], [_______]


January 30, 2013


 


FOR VALUE RECEIVED,
the undersigned, HSL HOLDINGS INC., a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware (hereinafter referred to as the “Borrower”), promises to pay to the order of JUBILANT CADISTA
PHARMACEUTICALS INC., a corporation organized and good standing under the laws of the State of Delaware, its successors and/or
assigns (hereinafter collectively referred to as the “Lender”) on or before the Maturity Date, or such earlier date
as may be determined pursuant to the terms, conditions and provisions of the “Loan Agreement” (as such term is defined
below), including, without limitation, upon the demand of Lender, the principal sum of TWENTY MILLION AND 00/100 ($20,000,000.00)
DOLLARS. The Borrower hereby further promises to pay to the order of the Lender interest on the unpaid principal amount outstanding
under this Note (hereinafter, as it may be from time to time amended, modified, extended, renewed, refinanced, substituted and/or
supplemented, referred to as this “Note”) from the date outstanding until paid in full at the applicable interest rate
per annum determined pursuant to the terms, conditions and provisions of Paragraph 2(i) or Paragraph 2(iii) of, or
as otherwise provided for in, the Loan Agreement payable on the dates set forth in Paragraph 2(ii), Paragraph 3,
Paragraph 4 and Paragraph 16 of, or as otherwise provided in, the Loan Agreement. Defined terms used but not expressly
defined herein shall have the same meanings when used herein as set forth in the Loan Agreement. .


 


All payments of principal,
interest and fees hereunder shall be due and payable to the Lender not later than 2:00 p.m.
(Salisbury, Maryland time), on the day when due, all as more fully and accurately set forth in Paragraph 6 of the Loan Agreement.
Such payments shall be made in United States Dollars in immediately available funds without setoff, counterclaim (other than a
compulsory counterclaim) or other deduction of any nature.


 


Except as otherwise
provided in the Loan Agreement, if any payment of principal, interest or fees hereunder shall become due on a day which is not
a business day, such payment shall be made on the next following business day and such extension of time shall be included in computing
interest in connection with such payment.


 




    	13



    	 



    

 


This Note is the “Note”
referred to in, and is entitled to the benefits of that certain: (a) Loan Agreement dated January 30, 2013, executed by and between
the Borrower and the Lender (hereinafter, as it may be from time to time amended, modified, extended, renewed, refinanced and/or
supplemented, referred to as the “Loan Agreement”), which among other things provides for: (i) the acceleration of
the maturity hereof upon the occurrence of certain events; (ii) the demand for payment of the principal amount of this Note, accrued
and unpaid interest thereon and other fees and expenses in connection therewith at any time in Lender’s discretion; and (iii)
prepayments in certain circumstances and upon certain terms and conditions; and (b) Guaranty, dated as of the same date, executed
by Jubilant Life Sciences Holdings, Inc., a Delaware corporation.


 


The Borrower hereby
expressly waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.


 


This Note and the rights
and obligations of the parties hereunder shall be construed, interpreted, enforced and governed by the laws of the State of Delaware,
excluding the laws applicable to conflicts and choice of laws.


 


IN WITNESS WHEREOF,
the Borrower has caused this Note to be executed and delivered by its proper and duly authorized officer and has caused its corporate
seal to be hereunto affixed and attested, pursuant to the resolution of its Board of Directors, all on the day and year first hereinabove
written.


 


	[SEAL]	 	HSL HOLDINGS INC.,
	ATTEST:	 	as the Borrower
	 	 	 
	 	 	 	By:	 	 
	Name:	 	 	 	Name:
	Title:	 	 	 	Title:


 




    	14