AMENDMENT dated as of October 18, 2004, to the AGREEMENT,
dated as of October 7, 2004 (the "Agreement"), by and among,
Elite Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and Xxxx Xxxxx, Ph.D. ("Mehta"), Mehta Partners,
LP, Xxxx Xxxxx, Xxxx Xxxxx, Xxxx Xxxxx c/f Xxxxx Xxxxx
(collectively, the "Mehta Holders" and together with the
Company, the "Parties").
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The parties to the Agreement desire to amend, the provision of
Agreement relating to the closing of the Agreement.
Capitalized terms used herein and not otherwise defined herein have
the respective meanings ascribed to them in the Agreement.
AMENDMENT
1. The undersigned, being all of the parties hereto and to the Agreement,
hereby agree to amend the Agreement as follows:
(a) The "Proposed Closing Date" as defined in Section 1(b) of the
Agreement shall be changed from October 18, 2004 to 10:30 A.M. on October 20,
2004; provided that all wire confirmations shall be provided to Mehta by October
19, 2004 at 4:00 P.M.
(b) Section 4(a) of the Agreement shall be deleted in its entirety
and replaced as follows:
"If the Closing does not occur on or before the Proposed
Closing Date or if less than all Mehta Stock is purchased on or
before 10:30 A.M. on the Proposed Closing Date, the Company shall
pay Mehta $22,500 (i) by wire transfer of immediately available
funds to the Mehta Account and/or (ii) deliver of a certified check,
on or before 10:30 A.M. on the next succeeding trading day after the
Proposed Closing Date."
(c) The provisions of Section 4(b) of the Agreement shall continue
as originally stated therein except that such provisions shall not be effective
until the day after the Proposed Closing Date.
2. On and after the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "herein," or words of like import
referring to the Agreement shall mean and be a reference to the Agreement as
amended by this Amendment.
3. Except as set forth above, the provisions of the Agreement shall remain
in full force and effect as originally stated therein.
4. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
In Witness Whereof, the undersigned have executed this Agreement as of the
date written above.
ELITE PHARMACEUTICALS, INC.
By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
Title: President and
Chief Executive Officer
/s/ XXXX X. XXXXX
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XXXX XXXXX
/s/ XXXX XXXXX
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XXXX XXXXX
/s/ XXXX XXXXX c/f Xxxxx Xxxxx
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XXXXX XXXXX
/s/ XXXX XXXXX
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XXXX XXXXX
MEHTA PARTNERS LP
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: General Partner
