Supplemental Indenture, dated as of March 27, 2019, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated December 19, 2013

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 27, 2019, among Endo Finance LLC (formerly known as Endo Finance Co.), a Delaware limited liability company (the “Company”), Endo Finco Inc., a Delaware corporation (the “Co-Obligor”), the Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of December 19, 2013, as supplemented, amended and restated by a supplemental indenture, dated as of February 28, 2014, and as further supplemented by a supplemental indenture, dated as of May 28, 2014, a supplemental indenture, dated as of July 10, 2014, a supplemental indenture, dated as of August 11, 2014, a supplemental indenture, dated as of December 22, 2014, a supplemental indenture, dated as of February 3, 2015, a supplemental indenture, dated as of March 20, 2015, a supplemental indenture, dated as of March 27, 2015, a supplemental indenture, dated as of June 24, 2015, a supplemental indenture, dated as of July 9, 2015, a supplemental indenture, dated as of September 30, 2015, a supplemental indenture, dated as of January 13, 2016, a supplemental indenture, dated as of April 4, 2016, a supplemental indenture, dated as of July 13, 2016, a supplemental indenture, dated as of October 18, 2016, a supplemental indenture, dated as of June 23, 2017, a supplemental indenture, dated as of January 3, 2018, a supplemental indenture, dated as of July 3, 2018, a supplemental indenture, dated as of December 24, 2018 and a supplemental indenture, dated as of March 4, 2019, in each case, among the Company (as successor to Endo Finance Co.), the Co-Obligor, the Guarantors party thereto and the Trustee (as so supplemented, amended and restated, the “Indenture”), providing for the issuance of 5.75% Senior Notes due 2022 (the “Notes”);

WHEREAS, the Company, on behalf of itself and the Co-Obligor, has offered to purchase for cash any and all of the outstanding Notes from the registered holders (the “Holders”) of the Notes (the “Tender Offer”) and, in conjunction with the Tender Offer, has solicited consents from the Holders of the Notes to the amendments to the Indenture contained herein (the “Consent Solicitation”), in each case, upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation, dated March 14, 2019, as amended on March 14, 2019;

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Company, the Co-Obligor, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of at least a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”);

WHEREAS, the Company has received the Requisite Consents to effect amendments to the Indenture as set forth in Article II hereof (the “Consented Amendments”), based on reports provided by D.F. King & Co., Inc., as tender agent and information agent in the Tender Offer and Consent Solicitation, and has delivered such Requisite Consents to the Trustee;

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Company, the Co-Obligor, the Guarantors and the Trustee and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;

WHEREAS, this Supplemental Indenture shall be effective upon its signing by the parties hereto, but the provisions of Article II and III will become operative (the “Operative Date”) upon the payment of the applicable consideration (the “Consideration”) in the Tender Offer in respect of all Notes validly tendered and not validly withdrawn and that are accepted for purchase on the applicable settlement date of the Tender Offer (the “Settlement Date”).

WHEREAS, if the Tender Offer has been terminated or withdrawn, or if upon the final settlement date of the Tender Offer the Company has not paid the Consideration in respect of all Notes validly tendered and accepted for purchase, the terms hereof shall not become operative, this Supplemental Indenture shall be deemed automatically terminated and the Indenture will remain in effect in its current form.

WHEREAS, the Company, the Co-Obligor and the Guarantors intend to take the position that this Supplemental Indenture does not result in a material modification of the Notes under the Foreign Account Tax Compliance Act.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Co-Obligor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1.01.    DEFINED TERMS. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

SECTION 2.01.    AMENDMENTS TO CERTAIN COVENANTS OF THE INDENTURE. Subject to Section 4.02 hereof, the following Sections of the Indenture are hereby amended to read as follows and any and all references to such sections and provisions of the Indenture which are amended, modified, replaced or deleted and any and all obligations thereunder are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect:

a)    Section 3.09 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 3.09    [INTENTIONALLY OMITTED]”

b)    Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.03    [INTENTIONALLY OMITTED]”

c)    Section 4.05 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.05    [INTENTIONALLY OMITTED]”

d)    Section 4.06 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.06    [INTENTIONALLY OMITTED]”

e)    Section 4.07 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.07    [INTENTIONALLY OMITTED]”

f)    Section 4.08 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.08    [INTENTIONALLY OMITTED]”

g)    Section 4.09 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.09    [INTENTIONALLY OMITTED]”

h)    Section 4.10 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.10    [INTENTIONALLY OMITTED]”

i)    Section 4.11 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.11    [INTENTIONALLY OMITTED]”

j)    Section 4.12 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.12    [INTENTIONALLY OMITTED]”

k)    Section 4.13 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.13    [INTENTIONALLY OMITTED]”

l)    Section 4.14 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.14    [INTENTIONALLY OMITTED]”

m)    Section 4.16 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.16    [INTENTIONALLY OMITTED]”

n)    Section 4.17 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.17    [INTENTIONALLY OMITTED]”

o)    Section 4.18 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.18    [INTENTIONALLY OMITTED]”

p)    Section 4.19 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.19    [INTENTIONALLY OMITTED]”

q)    Section 4.20 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 4.20    [INTENTIONALLY OMITTED]”

“SECTION 4.22    [INTENTIONALLY OMITTED]”

s)    Section 10.04 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 10.04    [INTENTIONALLY OMITTED]”

t)    Section 5.01 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 5.01    Merger, Consolidation or Sale of Assets

The Company shall not: (1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) directly or indirectly, sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the assets of the Company and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(a) either:

(1) the Company is the surviving corporation; or

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee.

(b) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the Restricted Subsidiaries.

The Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.”

u)    Section 6.01 of the Indenture is hereby amended and restated in its entirety as follows:

“SECTION 6.01    Events of Default

Each of the following is an “Event of Default”:

(1)     default for 30 days in the payment when due of interest on the Notes;

(2)     default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3)     [INTENTIONALLY OMITTED];

(4)     failure by the Company or any of the Restricted Subsidiaries to comply with any of the other agreements in this Indenture (other than a failure that is the subject of clause (1) or (2) for 60 days after receipt by the Issuer of written notice of such failure from the Trustee (or receipt by the Issuer and the Trustee of written notice of such failure from the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class);

(5)     [INTENTIONALLY OMITTED];

(6)     [INTENTIONALLY OMITTED];

(7)     the Company:

(A) commences a voluntary insolvency proceeding,

(B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding,

(C) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due;

provided, however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary, other than as part of a credit reorganization, shall not constitute an Event of Default under this Section 6.01(7);

(8)     a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary insolvency proceeding;

(B) appoints a Bankruptcy Custodian of the Company for all or substantially all of the property of the Company; or

(C) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days; and

(9) [INTENTIONALLY OMITTED].”

SECTION 2.02.    AMENDMENTS TO CERTAIN DEFINITIONS. Subject to Section 4.02 hereof, Section 1.01 of the Indenture is hereby amended by deleting those definitions which appear solely in the text deleted from the Indenture pursuant to the amendments contained in Section 2.01 herein. All cross-references in the Indenture to sections and clauses deleted by this Article II shall also be deleted in their entirety.

The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Article II hereof. Upon the Operative Date, such provisions from the Notes shall be deemed deleted or amended as applicable.

SECTION 4.01.    EFFECT OF SUPPLEMENTAL INDENTURE. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

SECTION 4.02.    EFFECTIVENESS. This Supplemental Indenture shall become effective and binding on the Company, the Co-Obligor, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture; provided that the amendments to the Indenture and the Notes set forth in Article II and Article III hereof shall not become operative until the Operative Date. Prior to the Operative Date, the Company, the Co-Obligor or the Guarantors may terminate this Supplemental Indenture upon written notice to the Trustee; provided, that if the Tender Offer has been terminated or withdrawn, or if upon the final settlement date of the Tender Offer the Company has not paid the Consideration, this Supplemental Indenture shall be automatically terminated and the Indenture will remain in effect in its current form.

SECTION 4.03.    NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE AND ANY RELATED DOCUMENTS. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011, AS ITS AGENT FOR SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR SO LONG AS THE INDENTURE, AS SUPPLEMENTED, REMAINS IN FORCE. THE COMPANY, CO-OBLIGOR, THE TRUSTEE AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 4.04.    COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy (which may be provided via facsimile or other electronic transmission) shall be an original, but all of them together represent the same agreement.

SECTION 4.05.    EFFECT OF HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.06.    FURTHER ASSURANCES. The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purpose of this Supplemental Indenture and the Indenture.

SECTION 4.07.    THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein (other than with respect to the Trustee in the fifth recital contained herein), all of such recitals are made solely by the Company, the Co-Obligor and the Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

ENDO FINANCE LLC

By:    /s/ Deanna Voss        

Name:    Deanna Voss

Title:    Secretary

ENDO FINCO INC.

By:    /s/ Deanna Voss        

Name:    Deanna Voss

Title:    Secretary

ENDO U.S. FINANCE, LLC

as a Guarantor

by ENDO U.S. INC,

its sole member

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Secretary

ENDO INNOVATION VALERA, LLC

as a Guarantor

by: ENDO PHARMACEUTICALS VALERA INC.,

its managing member

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

ENDO GLOBAL FINANCE, LLC

as a Guarantor

By: /s/ Mark T. Bradley    

Name: Mark T. Bradley

Title: Manager

ACTIENT THERAPEUTICS, LLC

AUXILIUM PHARMACEUTICALS, LLC

AUXILIUM INTERNATIONAL HOLDINGS, LLC

DAVA PHARMACEUTICALS, LLC

ENDO HEALTH SOLUTIONS INC.

ENDO PHARMACEUTICALS INC.

ENDO PHARMACEUTICALS SOLUTIONS INC.

ENDO PHARMACEUTICALS VALERA INC.

JHP GROUP HOLDINGS, LLC

PAR, LLC

SLATE PHARMACEUTICALS, LLC

ENDO GENERICS HOLDINGS, INC.

PAR STERILE PRODUCTS, LLC

ANCHEN 2 INCORPORATED

ANCHEN INCORPORATED

ANCHEN PHARMACEUTICALS, INC.

ANCHEN PHARMACEUTICALS 2, INC.

GENERICS INTERNATIONAL (US) 2, INC.

GENERICS INTERNATIONAL (US), INC.

INNOTEQ 2, INC.

INNOTEQ, INC.

JHP GROUP HOLDINGS 2, INC.

KALI LABORATORIES 2, INC.

PAR PHARMACEUTICAL 2, INC.

PAR PHARMACEUTICAL COMPANIES, INC.

PAR PHARMACEUTICAL HOLDINGS, INC.

PAR PHARMACEUTICAL, INC.

PAR TWO, INC.

KALI LABORATORIES, LLC

ASTORA WOMEN’S HEALTH, LLC

each, as a Guarantor

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

JHP ACQUISITION, LLC

as a Guarantor

by JHP GROUP HOLDINGS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

ENDO LLC

ENDO U.S. INC.

ENDO FINANCE OPERATIONS LLC

each, as a Guarantor

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Secretary

GENERICS BIDCO I, LLC

MOORES MILL PROPERTIES, L.L.C.

VINTAGE PHARMACEUTICALS, LLC

each, as a Guarantor

by: GENERICS INTERNATIONAL (US), INC.,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

DAVA INTERNATIONAL, LLC

as a Guarantor

by: DAVA PHARMACEUTICALS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

ACTIENT PHARMACEUTICALS LLC

as a Guarantor

by: AUXILIUM PHARMACEUTICALS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

AUXILIUM US HOLDINGS, LLC

as a Guarantor

by: AUXILIUM PHARMACEUTICALS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

ENDO PHARMACEUTICALS FINANCE LLC

as a Guarantor

by: GENERICS INTERNATIONAL (US PARENT), INC.

its manager

By: /s/ Terrell Stevens     

Name: Terrell Stevens

Title: Secretary

GENERICS INTERNATIONAL (US PARENT), INC.

as a Guarantor

By: /s/ Terrell Stevens     

Name: Terrell Stevens

Title: Secretary

70 MAPLE AVENUE, LLC

as a Guarantor

by: ACTIENT PHARMACEUTICALS LLC,

its manager

by: AUXILIUM PHARMACEUTICALS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

TIMM MEDICAL HOLDINGS, LLC

as a Guarantor

by: ACTIENT PHARMACEUTICALS LLC,

its manager

by: AUXILIUM PHARMACEUTICALS, LLC,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

QUARTZ SPECIALTY PHARMACEUTICALS, LLC

as a Guarantor

by: GENERICS BIDCO I, LLC,

its manager

by: GENERICS INTERNATIONAL (US), INC.,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

ENDO PAR INNOVATION COMPANY, LLC

as a Guarantor

by: PAR PHARMACEUTICAL, INC.,

its manager

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

PALADIN LABS CANADIAN HOLDING INC.

PALADIN LAB INC.

each, as a Guarantor

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Secretary

as a Guarantor

by: ENDO VENTURES LIMITED,

its sole member

By: /s/ Marie-Therese Bolger     

Name: Marie-Therese Bolger

Title: Director

ENDO GLOBAL AESTHETICS LIMITED

as a Guarantor

By: /s/ Rahul Garella     

Name: Rahul Garella

Title: Director

ENDO GLOBAL BIOLOGICS LIMITED

as a Guarantor

By: /s/ Rahul Garella            

Name:    Rahul Garella

Title: Director

as a Guarantor

By: /s/ Rahul Garella             

Name:    Rahul Garella

Title: Director

ENDO DESIGNATED ACTIVITY COMPANY

as a Guarantor

By: /s/ Rahul Garella             

Name:    Rahul Garella

Title: Director

ENDO INTERNATIONAL PLC

as a Guarantor

By: /s/ Deanna Voss     

Name: Deanna Voss

Title: Assistant Secretary

PAR LABORATORIES EUROPE, LTD.

as a Guarantor

By: /s/ Rahul Garella    

Name: Rahul Garella

Title: Director

ENDO VENTURES CYPRUS LIMITED

as a Guarantor

By: /s/ Jenny O'Connell     

Name: Jenny O’Connell

Title: Director

ENDO FINANCE LIMITED

ENDO FINANCE II LIMITED

ENDO FINANCE III LIMITED

ENDO FINANCE IV LIMITED

ENDO FINANCE V LIMITED

ENDO IRELAND FINANCE LIMITED

ENDO IRELAND FINANCE II LIMITED

ENDO MANAGEMENT LIMITED

ENDO TOPFIN LIMITED

ENDO VENTURES LIMITED

HAWK ACQUISITION IRELAND LIMITED

ENDO IRELAND HOLDINGS LIMITED

each, as a Guarantor

By: /s/ Rahul Garella     

Name: Rahul Garella

Title: Director

ENDO VENTURES BERMUDA LIMITED

as a Guarantor

By: /s/ Marie-Therese Bolger     

Name: Marie-Therese Bolger

Title: Director

ENDO GLOBAL VENTURES

as a Guarantor

By: /s/ Marie-Therese Bolger     

Name: Marie-Therese Bolger

Title: Director

ENDO BERMUDA FINANCE LIMITED

as a Guarantor

By: /s/ Rahul Garella     

Name: Rahul Garella

Title: Director

ENDO SOMAR HOLDINGS B.V.

as a Guarantor

By: /s/ Rahul Garella    

Name: Rahul Garella

Title: Managing Director A

By: /s/ Gert Jan Rietberg    

Name: Gert Jan Rietberg

Title: Managing Director B

ENDO LUXEMBOURG HOLDING COMPANY S.À.R.L.

as a Guarantor

By: /s/ Laritza Ferreiro                

Name: Laritza Ferreiro

Title: A Manager

By: /s/ François-Xavier Goossens        

Name: François-Xavier Goossens

Title: B Manager

ENDO LUXEMBOURG FINANCE COMPANY I S.À.R.L.

as a Guarantor

    

By: /s/ Laritza Ferreiro                

Name: Laritza Ferreiro

Title: A Manager

By: /s/ François-Xavier Goossens        

Name: François-Xavier Goossens

Title: B Manager

ENDO LUXEMBOURG FINANCE COMPANY II S.À.R.L.

as a Guarantor

    

By: /s/ Laritza Ferreiro                

Name: Laritza Ferreiro

Title: A Manager

By: /s/ François-Xavier Goossens        

Name: François-Xavier Goossens

Title: B Manager

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

as a Guarantor

By: /s/ Laritza Ferreiro     

Name: Laritza Ferreiro

Title: A Manager

By: /s/ François-Xavier Goossens     

Name: François-Xavier Goossens

Title: B Manager

as a Guarantor

By: /s/ Laritza Ferreiro     

Name: Laritza Ferreiro

Title: A Manager

By: /s/ François-Xavier Goossens     

Name: François-Xavier Goossens

Title: B Manager

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:    /s/ Maddy Hughes

Name:    Maddy Hughes

Title:    Vice President