NON-DISPOSAL UNDERTAKING

NON-DISPOSAL UNDERTAKING

Dear Sirs,

We at Cadista Holdings Inc. (the Parent Company), a Delaware corporation with a principal office at 207 Kiley Drive, Salisbury, Maryland 21801, refer to the Credit Facility Agreement dated as of the date hereof (Facility Agreement) entered into between Jubilant Cadista Pharmaceuticals Inc. (Borrower) a Delaware corporation and wholly-owned subsidiary of the Parent Company having its principal office at 207 Kiley Drive, Salisbury, Maryland 21801, and ICICI Bank, New York Branch (hereinafter referred to as either the “Lender”, “Bank” or “you”), under the terms of which you have agreed to provide a revolving credit facility and certain other facilities in an amount not exceeding $ 8,500,000 in the aggregate (Facility) to the Borrower.

At the request of the Borrower, the Parent Company has agreed to not dispose of its shareholdings in the Borrower on the terms and conditions set out below. The shares of common stock of the Borrower held by the Parent as of date are more particularly described under Schedule I attached hereto (Parent Company Shares).

1.           DEFINITIONS

Capitalized terms used herein and not separately defined have the meanings ascribed to such terms in the Facility Agreement. In this Undertaking, the capitalized terms below shall have the following meanings:

Lender means ICICI Bank Limited, New York Branch.

Management Control means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise.

Party means a party to this Undertaking.

Undertaking means this Non-Disposal Undertaking dated February 2, 2012.

2.           THE FACILITY AGREEMENT

The Parent Company hereby acknowledges receipt of a copy of the Facility Agreement and confirms that it is familiar with and has approved of the terms and conditions of the Facility Agreement.

3.           NON-DISPOSAL UNDERTAKING

In consideration of the Facility being made available to the Borrower under the terms of the Facility Agreement and the other Credit Documents, the Parent Company hereby agrees, confirms and undertakes that:

4.             REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

4.1          The Parent Company hereby represents and warrants that:

5.           OBLIGATIONS

5.1         Mergers, Etc.

As long as the Facility is outstanding, the Parent Company will not allow the Borrower to exercise any rights in respect of Parent Company Shares, or take or support any actions, which results in (i) any transaction of merger or consolidation or amalgamation of Borrower, or (ii) liquidation, winding-up or dissolution of the Borrower (or suffer any liquidation or dissolution), or (iii) the conveyance, sale, lease, transfer or other disposition of, in one transaction or a series of transactions, any shares of Borrower’s capital stock or all or any substantial part of its business or assets, whether now owned or hereafter acquired, or (iv) any change in the nature of Borrower’s business or in the methods by which it conducts business, or (v) the amendment of Borrower’s certificate of incorporation, bylaws (or equivalent charter documents) to create or authorize the creation of any class or series of stock other than the class or classes or series of stock now authorized in Borrower’s certificate of incorporation heretofore delivered to Lender and all of which are held by the Parent Company.

5.2         Support Resolutions

As long as the Facility is outstanding, the Parent Company will,

6.           TERMINATION

The obligations of the Parent Company pursuant to this Undertaking will continue as long as any amounts remain due and payable to the Lender under the Facility or the Facility remains outstanding, save in respect of any obligations which remain unperformed on that date.

7.           NOTICES

8.           MISCELLANEOUS

8.5         This Undertaking will be governed by and construed and enforced in accordance with the internal law, excluding any laws regarding the conflict of laws, of the State of New York.

8.6          The Parent Company:

(a)         agrees that the courts in New York County, State of New York will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Undertaking and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this Undertaking shall be brought in such courts and irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts or tribunals;

(b)          irrevocably waives any objection now or in future, to the laying of the venue of any Proceedings in any court in New York County, State of New York and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in any court in New York County, State of New York will be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction (subject to the laws of such jurisdiction) by a suit upon such judgment, a copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law;

9.           BORROWER'S CONFIRMATION

The Borrower confirms that it has read and understood the terms and conditions of this Undertaking. The Borrower understands and acknowledges that it has been notified about the existence, and the provisions, of this Undertaking, and recognizes the rights of the Lender, and the obligations of the Parent Company, under this Undertaking. The Borrower agrees and undertakes that it will not, and it will not permit the Parent Company, to take any action, which by itself or which considered in aggregate with other actions, would lead to non-compliance with the provisions of this Undertaking.

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IN WITNESS WHEREOF, the Parties to this undertaking have signed and affirmed this Undertaking on the day and date appearing first appearing above.

ACKNOWLEDGED AND ACCEPTED

ICICI Bank Limited, New York Branch

/s/ Ashish Bafna

Name: ASHISH BAFNA

Title: ASSISTANT GENERAL MANAGER

Schedule I

Details of Shareholding in the Borrower

Exhibit A

Consent of the Board of Cadista Holdings Inc.

[Attached]