0000950123-05-011398 Sample Contracts

Dear employee/former employee,
Employee Stockholders Agreement • September 22nd, 2005 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations

We refer to the Amended and Restated Employee Stockholders Agreement by and among Endo Pharmaceuticals Holdings Inc. (the “Company”), Kelso Investment Associates V, L.P. (together with Kelso Equity Partners V, L.P., “Kelso”), Endo Pharma LLC (“Endo LLC”) and the stockholders of the Company party thereto (the “Employee Stockholders”), dated as of July 14, 2000, as amended and restated on June 5, 2003, and as amended on June 28, 2004 (the “Employee Stockholders Agreement”). All capitalized terms used herein, and not otherwise defined, shall have the meanings assigned to them in the Employee Stockholders Agreement.

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SHELF REGISTRATION AGREEMENT
Shelf Registration Agreement • September 22nd, 2005 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • New York

AGREEMENT, dated as of September 21, 2004 by and among Endo Pharmaceuticals Holdings Inc. (the “Company”), Endo Pharma LLC (the “LLC”) and the management stockholders signatory hereto (the “Management Stockholders”, and together with the Company and the LLC, the “Parties”).

AMENDMENT 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 22nd, 2005 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations

AMENDMENT 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Amendment”), dated as of September 20, 2005, 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 (“Endo LLC”) and the stockholders of the Company set forth on Exhibit A hereto (each, an “Amending Stockholder,” and collectively the “Amending Stockholders”).

AMENDMENT 2 TO AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT
Employee Stockholders Agreement • September 22nd, 2005 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations

AMENDMENT 2 TO THE AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT (the “Amendment”), 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 (“Endo LLC”), and stockholders of the Company set forth in Exhibit A hereto (each such stockholder who executes this Amendment, an “Amending Stockholder,” and collectively, the “Amending Stockholders”).

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