REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2015 • Cinven Capital Management (V) General Partner LTD • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of October 21, 2015, between Concordia Healthcare Corp. (the “Company”), a corporation governed by the laws of the Province of Ontario, and Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey (“Cinven”), CCM Co-Invest Limited Partnership, CCM Mezzanine Co-Invest Limited Partnership, Fifth Cinven Fund (No. 1) Limited Partnership, Fifth Cinven Fund (No. 2) Limited Partnership, Fifth Cinven Fund (No. 3) Limited Partnership, Fifth Cinven Fund (No. 4) Limited Partnership, Fifth Cinven Fund (No. 5) Limited Partnership, Fifth Cinven Fund (No. 6) Limited Partnership, Fifth Cinven Fund Co-Investment Partnership, Fifth Cinven Fund FCP-SIF (represented by Cinven Manco S.À.R.L.), Bhikhu Chhotabhai Kalidas Patel and Vijaykumar Chhotabhai Kalidas Patel (together the “Holders”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2015 • Cinven Capital Management (V) General Partner LTD • Pharmaceutical preparations
Pursuant to Rule 13(d)-1(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the common shares of Concordia Healthcare Corp.
GOVERNANCE AGREEMENTGovernance Agreement • November 2nd, 2015 • Cinven Capital Management (V) General Partner LTD • Pharmaceutical preparations • Ontario
THIS GOVERNANCE AGREEMENT (this “Agreement”) is dated and effective as of October 21, 2015 between and Concordia Healthcare Corp., a corporation governed under the Laws of the Province of Ontario (“Concordia”), Cinven Capital Management (V) General Partner Limited, a limited liability company incorporated in Guernsey whose registered office is at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (“Cinven”), and the persons whose names are set out in Schedule E hereto (the “Cinven Shareholders”, together with each of their respective Permitted Transferees (as defined below). Concordia and the Cinven Shareholders are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
