Counterpart to Registration Rights Agreement June 24, 2015

EX-10.285 14 ex10285-endo_rraxcounterpa.htm RRA 2023 NOTES Ex 10.285 - Endo_RRA_Counterpart_re_2023_Notes
Exhibit 10.285


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 June 30, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023, to be bound by the terms and provisions of such Registration Rights Agreement.


Exhibit 10.285


IN WITNESS WHEREOF, each of the undersigned has executed this counterpart as of the date first written above.
HAWK ACQUISITION IRELAND LIMITED
  as Guaranteeing Subsidiary
By:
  /s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director

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

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

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.285


ENDO US HOLDINGS LUXEMBOURG I S.À R.L.

  as 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 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 - 5.375% Senior Notes due 2023]


Exhibit 10.285


HAWK ACQUISITION ULC
  as Guaranteeing Subsidiary

By:
    /s/ Laurence S. Smith
Name:
Laurence S. Smith
Title:
Director
ENDO BERMUDA FINANCE LIMITED
  as Guaranteeing Subsidiary

By:
    /s/ Robert J. Cobuzzi, Ph.D.
Name:
Robert J. Cobuzzi, Ph.D.

Title:
Director


[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]