0000950123-03-007793 Sample Contracts

Endo Pharmaceuticals Holdings Inc. 15,000,000 Shares Common Stock ($.01 par value) Underwriting Agreement
Underwriting Agreement • July 1st, 2003 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • New York

Citigroup Global Markets Inc. Bear, Stearns & Co. Inc. Jefferies & Company, Inc. SG Cowen Securities Corporation As Representatives of the several Underwriters,

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AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of June 5, 2003
Employee Stockholders Agreement • July 1st, 2003 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Delaware

AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT, dated as of June 5, 2003 (this “Agreement”), by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”), Kelso Investment Associates V, L.P., a Delaware limited partnership (together with Kelso Equity Partners V, L.P., a Delaware limited partnership, (“Kelso”)), Endo Pharma LLC, a Delaware limited liability company (together with its designee, “Endo LLC”), each of the employees of the Company listed on the signature page of this Agreement, each of the employees currently party to the 2000 Employee Stockholders Agreement (as defined below) and the employees of the Company or its subsidiaries who become parties to this Agreement pursuant to Sections 7.2 and 7.3 of this Agreement and each of their respective Permitted Transferees (each an “Employee Stockholder,” and together the “Parties”).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2003 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2003 (the “Amendment”), by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”), and Endo Pharma LLC, a Delaware limited liability company (“Endo LLC,” and together with the Company, the “Parties”).

FORM OF AMENDMENT TO STOCKHOLDERS AGREEMENT
Registration Rights Agreement • July 1st, 2003 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of July , 2003 (the “Amendment”), by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”) and Endo Pharma LLC, a Delaware limited liability company (“Endo LLC,” and, together with the Company, the “Parties”).

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