Counterpart to Registration Rights Agreement June 24, 2015

EX-10.278 7 ex10278-endoxrracounterpar.htm RRA 2019 NOTES Ex 10.278 - Endo - RRA Counterpart (2019 Notes)
Exhibit 10.278


Counterpart to Registration Rights Agreement
June 24, 2015
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2019, to be bound by the terms and provisions of such Registration Rights Agreement.




Exhibit 10.278


IN WITNESS WHEREOF, each of the undersigned has executed this counterpart as of the date first written above.


HAWK ACQUISITION IRELAND LIMITED
as a Guaranteeing Subsidiary
By:
  /s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director


MANJANO LIMITED (TO BE RENAMED ENDO
TOPFIN LIMITED)
as a Guaranteeing Subsidiary
By:
  /s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director


ENDO IRELAND FINANCE LIMITED
as a Guaranteeing Subsidiary
By:
  /s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director


[Signature to Registration Rights Agreement Counterpart - 7.00% Senior Notes due 2019]

Exhibit 10.278



ENDO US HOLDINGS LUXEMBOURG I S.À.R.L.
as a Guaranteeing Subsidiary
By:
  /s/ John D. Boyle
Name:
John D. Boyle
Title:
A Manager

By:
  /s/ Joost Tulkens
Name:
Joost Tulkens
Title:
B Manager


ENDO US HOLDINGS LUXEMBOURG II S.À.R.L.
as a Guaranteeing Subsidiary
By:
  /s/ John D. Boyle
Name:
John D. Boyle
Title:
A Manager

By:
  /s/ Joost Tulkens
Name:
Joost Tulkens
Title:
B Manager



[Signature to Registration Rights Agreement Counterpart - 7.00% Senior Notes due 2019]

Exhibit 10.278



HAWK ACQUISITION ULC
as a Guaranteeing Subsidiary
By:
  /s/ Laurence S. Smith
Name:
Laurence S. Smith
Title:
Director

ENDO BERMUDA FINANCE LIMITED
as a Guaranteeing Subsidiary
By:
  /s/ Robert J. Cobuzzi, Ph.D.
Name:
Robert J. Cobuzzi, Ph.D.
Title:
Director


[Signature to Registration Rights Agreement Counterpart - 7.00% Senior Notes due 2019]