Exhibit 4.23


 





REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT dated May 14, 2020 (this “Agreement”) is entered into by and among AbbVie Inc., a Delaware corporation
(the “Company”) and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets
Inc, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC (each
a “Dealer Manager” and collectively, the “Dealer Managers”).


 


The Company has made
an offer to exchange the 18 series of notes described in the table set forth on Schedule I issued by Allergan, Inc., a Delaware
corporation (“Allergan Inc”), Allergan Sales, LLC, a Delaware limited liability company (“Allergan
Sales”), Allergan Funding SCS, a Luxembourg limited partnership (“Allergan Funding”), or Allergan
Finance, LLC, a Nevada limited liability company (“Allergan Finance” and, together with Allergan Inc, Allergan
Sales and Allergan Funding, the “Allergan Issuers”), as applicable (and such notes, the “Existing Allergan
Notes”), for new series of the Company’s notes described in the last column of the table set forth on Schedule
I (the “New Notes”). The New Notes will be issued upon the terms set forth in the Offering Memorandum (as defined
below), for which the Dealer Managers have severally agreed to act as dealer managers pursuant to a dealer manager agreement dated
as of October 25, 2019 among the Company and the Dealer Managers. The New Notes will be issued pursuant to one or more supplemental
indentures to the Indenture (as defined below) dated as of May 14, 2020 between the Company and the Trustee (as defined below).
As an inducement to the Dealer Managers, the Company agrees with the Dealer Managers, for the benefit of the Holders (as defined
below) as follows:


 


1.            Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


“Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to close.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Dealer Manager”
shall have the meaning set forth in the Preamble.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange
Notes” shall mean senior notes of a series issued by the Company under the Indenture and containing terms substantially
identical in all material respects to the applicable series of New Notes (except that the Exchange Notes will not be subject to
restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered
to Holders in exchange for Registrable Securities of such series pursuant to the Exchange Offer for such series.


 






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“Exchange
Offer” shall mean the exchange offer by the Company of Exchange Notes of each series for Registrable Securities of such
series pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable,
on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Free Writing
Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by
or on behalf of the Company and used by the Company in connection with the sale of the New Notes or the Exchange Notes.


 


“Holders”
shall mean holders of the New Notes, for so long as such holders own any Registrable Securities, and each of their successors,
assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that,
for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5(a) hereof.


 


“Indenture”
shall mean the Indenture dated as of November 8, 2012 between the Company and U.S. Bank National Association, as trustee,
as the same may be amended and supplemented from time to time in accordance with the terms thereof with applicability to the New
Notes and the Exchange Notes.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xv) hereof.


 


“Issuer Information”
shall have the meaning set forth in Section 5(a) hereof.


 


“New Notes”
shall have the meaning set forth in the Preamble.


 


“Notice and
Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to
a Holder by the Company upon receipt of a Shelf Request from such Holder.


 


“Offering
Memorandum” shall mean the confidential Offering Memorandum and Consent Solicitation Statement, dated as of October 25,
2019, distributed in connection with the offer to exchange the New Notes for the Existing Allergan Notes.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Participating
Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire
to the Company in accordance with Section 2(b) hereof.


 






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“Person”
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of,
a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities
covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.


 


“Registrable
Securities” shall mean the New Notes; provided that the New Notes shall cease to be Registrable Securities upon
the earliest to occur of the following: (i) when a Registration Statement with respect to such New Notes has become effective
under the Securities Act and such New Notes have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such New Notes cease to be outstanding and (iii) when such New Notes have been resold pursuant to Rule 144 under the
Securities Act (but not Rule 144A) without regard to volume restrictions, provided that the Company shall have removed
or caused to be removed any restrictive legend on the New Notes.


 


“Registration
Default” shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all
New Notes validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration
Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior
to the 180th day after the later of (a) the Target Registration Date and (b) the date on which the Company
receives a duly executed Shelf Request by a Dealer Manager that has fully complied with Section 2(b) hereof or (ii) if
applicable, a shelf registration statement covering resales of the New Notes has been declared effective and such shelf registration
statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities
(a) on more than two occasions of at least 30 consecutive days during the required effectiveness period or (b) at any
time in any 12-month period during the required effectiveness period and such failure to remain effective or be usable exists for
more than 90 days (whether or not consecutive) in any 12-month period.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel
for any Underwriters or Holders in connection with blue sky qualification of any Exchange Notes or Registrable Securities), (iii) all
expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement,
any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities
sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement,
(iv) all rating agency fees incurred by the Company (including with respect to maintaining ratings of the New Notes), (v) all
fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable
fees and disbursements of the Trustee and one counsel, (vii) the fees and disbursements of counsel for the Company and, in
the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Participating Holders
(which counsel shall be selected or replaced by the Participating Holders holding a majority of the aggregate principal amount
of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Dealer Managers) and
(viii) the fees and disbursements of the independent registered public accountants of the Company, including the expenses
of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement,
but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a Holder.


 






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“Registration
Statement” shall mean any registration statement of the Company that covers any of the Exchange Notes or Registrable
Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Effectiveness
Period” shall have the meaning set forth in Section 2(b).


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b).


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the
Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated
by reference therein.


 


“Shelf Request”
shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Suspension
Actions” shall have the meaning set forth in Section 2(e) hereof.


 


“Target Registration
Date” shall mean the 365th day after the issuance of the New Notes.


 


“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


“Trustee”
shall mean the trustee with respect to the New Notes under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 






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“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.


 


2.            Registration
Under the Securities Act.


 


(a)            To
the extent not prohibited by any applicable law or regulation, the SEC or applicable interpretations of the Staff, the Company
shall use its commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an
offer to the Holders to exchange all outstanding Registrable Securities for Exchange Notes and (y) cause such Registration
Statement to become effective by the Target Registration Date and, if requested by one or more Participating Broker-Dealers, remain
effective until 180 days after the last Exchange Date for use by such Participating Broker-Dealers. The Company shall commence
the Exchange Offer for each series of New Notes promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use their commercially reasonable efforts to complete the Exchange Offer for such series not later than 60 days
after such effective date.


 


After the Exchange
Offer Registration Statement has become effective, the Company shall commence the Exchange Offer for each series by mailing and/or
electronically delivering, or by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate letters
of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:


 


(i)            that
such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities of such series validly tendered
and not properly withdrawn will be accepted for exchange;


 


(ii)            the
dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed and/or
electronically delivered) (each, an “Exchange Date”);


 


(iii)            that
any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under
this Agreement, except as otherwise specified herein;


 


(iv)            that
any Holder electing to have any Registrable Security of a series exchanged pursuant to the Exchange Offer for such series will
be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and
at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable
procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date
with respect to such Exchange Offer; and


 


(v)            that
any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date with respect to the Exchange Offer for such series, by (A) sending to the institution and at the
address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable
Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities.


 






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As a condition to participating
in an Exchange Offer, a Holder will be required to represent to the Company that (1) any Exchange Notes to be received by
it will be acquired in the ordinary course of its business, (2) at the time of the commencement of such Exchange Offer it
has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act)
of the Exchange Notes in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within
the meaning of Rule 405 under the Securities Act) of the Company, (4) if such Holder is not a broker-dealer, that it
is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (5) if such Holder is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Registrable Securities that were acquired as a result of market-making
or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus
to purchasers) in connection with any resale of such Exchange Notes.


 


As soon as practicable
after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series, the Company shall:


 


(i)            accept
for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn pursuant to
such Exchange Offer; and


 


(ii)            deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions thereof so accepted
for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes
of such series equal in principal amount to the principal amount of the Registrable Securities of such series tendered by such
Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with
the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures.


 


The Company shall use
its commercially reasonable efforts to complete each Exchange Offer as provided above and shall use commercially reasonable efforts
to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in
connection with each Exchange Offer. No Exchange Offer shall be subject to any conditions, other than that the Exchange Offer does
not violate any applicable law, regulation or applicable interpretations of the Staff and that no action or proceeding has been
instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s
judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer.


 


(b)            If
(i) for any reason the Exchange Offer is not completed on or prior to the Target Registration Date or (ii) following
the Target Registration Date the Company receives a written request (a “Shelf Request”) from any Dealer Manager
representing that it holds Registrable Securities of the applicable series that are or were ineligible to be exchanged in any such
Exchange Offer, the Company shall use its commercially reasonable efforts to cause to become effective a Shelf Registration Statement
providing for the sale of all the Registrable Securities of such series by the Holders thereof; provided that (1) no
Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the
prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice
and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof
and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (2) the Company shall
be under no obligation to file any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration
Statement pursuant to Section 2(a) hereof.


 






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In the event that the
Company is required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding sentence, the Company
shall use its commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant
to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Holders after completion of the Exchange Offer.


 


The Company agrees
to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which
the New Notes covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company
further agrees to use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related
Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations
thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating
to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and
such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter
practicable. The Company agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after
its being used or filed with the SEC, as reasonably requested by the Participating Holders.


 


(c)            The
Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.
Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)            An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless
it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with
the SEC as provided by Rule 462 under the Securities Act.


 






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If a Registration Default
occurs with respect to a series of Registrable Securities, the interest rate on the Registrable Securities (and only the Registrable
Securities) of such series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately
following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period,
in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration
Default ends with respect to any New Notes when such New Notes cease to be Registrable Securities or, if earlier, (1) in the
case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer for such series is completed
or when the Shelf Registration Statement covering such Registrable Securities becomes effective or (2) in the case of a Registration
Default under clause (ii) of the definition thereof, when the Shelf Registration Statement again becomes effective or the
Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until
the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as
if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and
ends on the next date that there is no Registration Default.


 


Notwithstanding anything
to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Securities is consummated,
any Holder who was, at the time such Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender,
or withdrew, its New Notes for Exchange Notes in such Exchange Offer will not be entitled to receive any additional interest pursuant
to the preceding paragraph, and such New Notes will no longer constitute Registrable Securities hereunder.


 


(e)            The
Company shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement
or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with
the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain
effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension
Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development
or event involving the Company or any of its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus
and the Company determines that such disclosure is not in the best interest of the Company and its stockholders or obtaining any
financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration
Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence,
the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon
the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended
and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the
basis thereof).


 


(f)            Without
limiting the remedies available to the Dealer Managers and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable
injury to the Dealer Managers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers or any Holder may seek to specifically
enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.


 






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		3.	Registration Procedures.



 


(a)            In
connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall use
commercially reasonable efforts to:


 


(i)            prepare
and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected
by the Company, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by
the Participating Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable
form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and cause such
Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;


 


(ii)            prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep
such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus
to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of, and Rule 174
under, the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or
Exchange Notes;


 


(iii)            to
the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the
Company with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing Prospectus not required to
be filed;


 


(iv)            in
the case of a Shelf Registration, furnish to each Participating Holder, to the Dealer Managers (if any Registrable Securities held
by the Dealer Managers are included in the Shelf Registration Statement), to counsel for such Participating Holders, to counsel
for the Dealer Managers and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge,
as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other
than any document that amends and supplements any Prospectus, preliminary prospectus or Free Writing Prospectus because it is incorporated
by reference therein), as such Participating Holder, counsel or Underwriter may reasonably request in writing in order to facilitate
the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company
consents to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus
or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;


 






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(v)            register
or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions of the United
States as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes
effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any
and all other acts and things that may be reasonably necessary to enable each Participating Holder to complete the disposition
in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that the Company shall
not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction
or (3) subject itself to taxation in any such jurisdiction if it is not already so subject;


 


(vi)            notify
counsel for the Dealer Managers and, in the case of a Shelf Registration, notify each Participating Holder and counsel for such
Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when
a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective,
when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus
has been filed, (2) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Securities Act, (3) if, between the applicable effective date of a Shelf Registration Statement
and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained
in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the Company receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any U.S. jurisdiction or the initiation of any proceeding
for such purpose, (4) of the happening of any event during the period a Registration Statement is effective that makes any
statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect
or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order
to make the statements therein not misleading and (5) of any determination by the Company that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;


 


(vii)            notify
counsel for the Dealer Managers or, in the case of a Shelf Registration, notify each Participating Holder and counsel for such
Participating Holders, of any request by the SEC or any state securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become
effective;


 






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(viii)            obtain
the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment
to such Registration Statement on the proper form, as soon as reasonably practicable and provide prompt notice to each Holder or
Participating Holder of the withdrawal of any such order or such resolution;


 


(ix)            in
the case of a Shelf Registration, furnish to each Participating Holder, without charge, upon request, at least one conformed copy
of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference
or exhibits thereto, unless requested), if such documents are not available via EDGAR;


 


(x)            in
the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and, in the case of certificated securities, registered in such names (consistent
with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the
closing of any sale of Registrable Securities;


 


(xi)            upon
the occurrence of any event contemplated by Section 3(a)(vi)(4) hereof, prepare and file with the SEC a supplement or
post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities,
such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and the Company shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the
Dealer Managers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement)
to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event,
and such Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable, hereby agree to suspend
use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company has amended or supplemented the Prospectus
or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;


 


(xii)            a
reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to
a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document
to the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and
their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Dealer Managers or their
counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion
of such document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus,
any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus,
of which the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and
their counsel) shall not have previously been advised and furnished a copy or to which the Dealer Managers or their counsel (and,
in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object in writing within
two Business Days after the receipt thereof, unless the Company believes that use or filing of such Prospectus, Free Writing Prospectus,
or any amendment of or supplement thereto is required by applicable law;


 






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(xiii)            obtain
a CUSIP number for all Exchange Notes of each series or Registrable Securities of each series that are registered on a Shelf Registration
Statement, as the case may be, not later than the initial effective date of a Registration Statement;


 


(xiv)            cause
the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Notes or Registrable
Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required
for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, cause the Trustee to
execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner;


 


(xv)            in
the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”),
any Underwriters participating in any disposition pursuant to such Shelf Registration Statement, one firm of attorneys and one
firm of accountants designated by a majority in aggregate principal amount of the Registrable Securities held by the Participating
Holders and one firm of attorneys and one firm of accountants designated by such Underwriters, at reasonable times and in a reasonable
manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries reasonably requested
by any such Inspector, Underwriter, attorney or accountant, and cause the respective officers, directors and employees of the Company
to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a
Shelf Registration Statement and customary due diligence related to the offering and sale of Registrable Securities thereunder,
subject to such parties conducting such investigation entering into confidentiality agreements as the Company may reasonably require
and to any applicable privilege;


 


(xvi)            in
the case of a Shelf Registration, cause all Registrable Securities covered thereby to be listed on any securities exchange or any
automated quotation system on which similar senior unconvertible debt securities issued by the Company are then listed if requested
by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement, to
the extent such Registrable Securities satisfy applicable listing requirements;


 


(xvii)            if
reasonably requested by any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement or post-effective
amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included
therein, based upon a reasonable belief that such information is required to be included therein or is necessary to make the information
about such Participating Holder not misleading, and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such
filing; and


 






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(xviii)            in
the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited
to, an Underwritten Offering and in such connection, (1) provided that the Participating Holders’ representations
and warranties are of the substance and scope as are customarily made by selling security holders to underwriters in underwritten
offerings, to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of
such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus,
any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case,
in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested by the applicable underwriting agreement, (2) obtain opinions of counsel to the Company (which opinions,
in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, in customary form and subject to customary
limitations, assumptions and exclusions and covering the matters customarily covered in opinions requested in underwritten offerings,
provided that, if required by the Underwriter, counsel for the Participating Holders shall provide an opinion to the Underwriter
covering the matters customarily covered in opinions requested from selling security holders by underwriters in underwritten offerings,
in connection with an Underwritten Offering (3) in connection with an Underwritten Offering, obtain “comfort”
letters from the independent registered public accountants of the Company (and, if necessary, any other registered public accountant
of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data
are or are required to be included in the Registration Statement) addressed to the Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection
with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus
or Free Writing Prospectus and (4) in connection with an Underwritten Offering, deliver such documents and certificates as
may be reasonably requested by the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties made pursuant to clause (1) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.


 






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(b)            In
the case of a Shelf Registration Statement, the Company may require, as a condition to including such Holder’s Registrable
Securities in such Shelf Registration Statement, each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire
and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities and
other documentation necessary to effectuate the proposed disposition as the Company may from time to time reasonably request in
writing and require such Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder.
Each Holder of Registrable Securities as to which any Shelf Registration is being effected agrees to furnish promptly to the Company
all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially
misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made.


 


(c)            Each
Participating Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3(a)(vi)(2) or Section 3(a)(vi)(4) hereof, such Participating Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt
of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(xi) hereof
and, if so directed by the Company, such Participating Holder will deliver to the Company all copies in its possession, other than
permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.


 


(d)            If
the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the
Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the giving of such notice to and including the date when
the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing
Prospectus necessary to resume such dispositions or notice that such amendment or supplement is not necessary; provided,
however, that no such extension shall be made in the case where such suspension is solely a result of the Company’s
compliance with Section 3(b) or any other suspension at the request of a Holder.


 


(e)            The
Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included
in such offering, subject in each case to consent by the Company (which shall not be unreasonably withheld or delayed so long as
such bank or manager is internationally recognized as an underwriter of debt securities offerings).


 


(f)            No
Holder of Registrable Securities may participate in any Underwritten Offering hereunder unless such Holder (a) agrees to sell
such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements.


 



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4.            Participation
of Broker-Dealers in Exchange Offer.


 


(a)            The
Staff has taken the position that any broker-dealer that receives Exchange Notes for its own account in an Exchange Offer in exchange
for New Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver
a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.


 


The Company understands
that it is the Staff’s position that if the Prospectus contained in an Exchange Offer Registration Statement includes a plan
of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange
Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus
may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy
their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Notes for their own accounts,
so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)            In
light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the date on
which the Exchange Offer Registration becomes effective (as such period may be extended pursuant to Section 3(d) hereof)
and (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with
market making or other trading activities, in each case to the extent necessary, and if requested by one or more Participating
Broker-Dealers, to expedite or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers consistent with
the positions of the Staff recited in Section 4 above. The Company further agrees that Participating Broker-Dealers shall
be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.


 


(c)            The
Dealer Managers shall have no liability to the Company or any Holder with respect to any request that they may make pursuant to
Section 4(b) hereof.


 


5.            Indemnification
and Contribution.


 


(a)            The
Company will indemnify and hold harmless each Dealer Manager and each Holder, their respective directors, officers and employees,
each Person, if any, who controls any Dealer Manager or any Holder within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each affiliate of any Dealer Manager within the meaning of Rule 405 under
the Securities Act (any of the foregoing, an “Indemnified Person”), from and against any and all losses, claims,
damages and liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus as amended or
supplemented, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed
or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary in order to make the statements therein in the light of the circumstances
under which they were made not misleading, and will reimburse each such Indemnified Person for any legal or other expenses reasonably
incurred by such Indemnified Person in connection with investigating or defending any such loss, damage, liability, action or claim
as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus
or any Issuer Information in reliance upon and in conformity with information relating to any Dealer Manager or any Holder furnished
to the Company in writing by such Dealer Manager or by such Holder expressly for use therein.


 






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(b)            Each
Holder will, severally and not jointly, indemnify and hold harmless the Company, the Dealer Managers and the other selling Holders,
the directors, officers and employees of the Company and the Dealer Managers, each Person, if any, who controls the Company any
Dealer Manager and any other selling Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and each affiliate of any Dealer Manager within the meaning of Rule 405 under the Securities Act against
any losses, claims, damages or liabilities to which the Company or such Dealer Manager, other selling Holder, director, officer,
employee, controlling Person or affiliate may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, any Prospectus as amended or supplemented or any Free Writing
Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order
to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any Registration Statement, any Prospectus as amended or supplemented
or any Free Writing Prospectus in reliance upon and in conformity with written information relating to such Holder furnished to
the Company by such Holder; and each Holder will reimburse the Company and such Dealer Manager, other selling Holder, director,
officer, employee, controlling Person and affiliate in connection with investigating, or defending any such loss, damage, liability,
action or claim as such expenses are incurred, but only with reference to information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.


 


(c)            Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party except to the extent such omission materially prejudices
the indemnifying party. In case any such action shall be brought against any indemnified party, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under
such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation.


 






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(d)            To
the extent the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or liabilities referred to therein (or actions in respect thereof),
then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect the relative benefits received by the Company from the offering of the New Notes or Exchange Notes,
on the one hand, and the Holders from receiving New Notes or Exchange Notes registered under the Securities Act, on the other.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnifying
party failed to give notice required under paragraph (c) of this Section 5, then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or such Holder on the other and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


(e)            The
Company and the Holders agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable
by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5,
no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the New Notes or
Exchange Notes sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several
and not joint.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.


 






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(g)            The
indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any Holder,
any Person controlling any Dealer Manager or any Holder or any affiliate of any Dealer Manager, or by or on behalf of the Company,
its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.            General.


 


(a)            No
Inconsistent Agreements. The Company represents, warrants and agrees that the Company has not entered into, or on or after
the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.


 


(b)            Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to
any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto. Each Holder of Registrable Securities outstanding at the time of any such
amendment, modification, supplement, waiver or consent thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 6(b), whether or not any notice, writing or marking indicating such amendment,
modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. Each Holder may
waive compliance with respect to any obligation of the Company under this Agreement as it may apply or be enforced by such particular
Holder.


 


(c)            Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, any courier guaranteeing overnight delivery or via email (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c);
(ii) if to the Company, initially at the applicable address set forth in the Dealer Manager Agreement and thereafter at such
other address(es), notice of which is given in accordance with the provisions of this Section 6(c); (iii) if to a Dealer
Manager, initially at the such Dealer Manager’s address set forth in the Dealer Manager Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iv) to such other
Persons at their respective addresses as provided in the Dealer Manager Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery; and, upon receipt by the sender of an automated message confirming delivery or
four (4) hours after the time sent (as recorded on the device from which the sender sent the email), unless the sender receives
an automated message that the email has not been delivered, when emailed, if emailed.


 






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(d)            Majority
of Holders. Whenever an action or determination under this Agreement requires a majority of the aggregate principal amount
of the applicable holders, in determining such majority, if the Company shall issue any additional New Notes under the Indenture
prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, then such
additional New Notes and the Registrable Securities to which this Agreement relates shall be treated together as one class for
purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been
obtained.


 


(e)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of
the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of
this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Dealer Managers (in their capacity as Dealer Managers) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 


(f)            Third
Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on
the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.


 


(g)            Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have
been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures
to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have
the same effect as physical delivery of the paper document bearing the original signature.


 


(h)            Headings.
The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit
or otherwise affect the meaning hereof.


 


(i)            Governing
Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by
and construed in accordance with the laws of the State of New York.


 






    19


     


    

 


(j)            Entire
Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof
and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained
in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. The Company and the Dealer Managers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to that of the invalid, void or unenforceable provisions.


 


 


[Signature Page Follows]


 






    20


     


    

  


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	ABBVIE
    INC.
	 
	 
	By: 	/s/ Scott T. Reents	 
	Name:
    Scott T. Reents
	Title:
    Vice President, Tax and Treasury




 


	Morgan Stanley & Co. LLC
	 
	 
	By:	/s/ Jason Passafuime	 
	Name: Jason Passafuime
	Title: Vice President




 


	BOFA SECURITIES, INC.
	 
	 
	By:	/s/ David Scott	 
	Name: David Scott
	Title: Managing Director
	 
	CITIGROUP GLOBAL MARKETS INC.
	 
	 
	By:	/s/ Adam D. Bordner	 
	Name: Adam D. Bordner
	Title: Director
	 
	BNP Paribas Securities Corp.
	 
	 
	By:	/s/ Richard Murphy	 
	Name: Richard Murphy
	Title: Managing Director




 






    21


     


    

 


	HSBC Securities (USA) Inc.
	 
	 
	By:	/s/ Diane Kenna	 
	Name: Diane Kenna
	Title: Managing Director
	 
	Mizuho Securities USA LLC
	 
	 
	By:	/s/ Michael L Saron	 
	Name: Michael L Saron
	Title: Managing Director
	 
	Wells Fargo Securities, LLC
	 
	 
	By:	/s/ Brian Thomas	 
	Name: Brian Thomas
	Title: Director




 






    22


     


    




 


SCHEDULE I


 


Series of New Notes To Be Exchanged
for Series of Existing Allergan Notes


 


	
        Existing
        Allergan Notes
	 	
        CUSIP
        /

ISIN No.
	 	
        Issuer
	 	
        New
        Notes to be issued by the

Company

	3.375% Senior Notes due 2020	 	018490AN2	 	Allergan, Inc.	 	3.375% Notes due 2020
	4.875% Senior Notes due 2021	 	345838AE6 (144A) / U3455QAC7 

(Reg S)	 	Allergan Sales, LLC	 	4.875% Notes due 2021
	5.000% Senior Notes due 2021	 	345838AA4  (144A) / U3455QAA1 

(Reg S)	 	Allergan Sales, LLC	 	5.000% Notes due 2021
	3.450% Senior Notes due 2022	 	00507UAR2	 	Allergan Funding SCS	 	3.450% Notes due 2022
	3.250% Senior Notes due 2022	 	942683AF0	 	Allergan Finance, LLC	 	3.250% Notes due 2022
	2.800% Senior Notes due 2023	 	018490AQ5	 	Allergan, Inc.	 	2.800% Notes due 2023
	3.850% Senior Notes due 2024	 	00507UAF8	 	Allergan Funding SCS	 	3.850% Notes due 2024
	3.800% Senior Notes due 2025	 	00507UAS0	 	Allergan Funding SCS	 	3.800% Notes due 2025
	4.550% Senior Notes due 2035	 	00507UAT8	 	Allergan Funding SCS	 	4.550% Notes due 2035
	4.625% Senior Notes due 2042	 	942683AH6	 	Allergan Finance, LLC	 	4.625% Notes due 2042
	4.850% Senior Notes due 2044	 	00507UAH4	 	Allergan Funding SCS	 	4.850% Notes due 2044
	4.750% Senior Notes due 2045	 	00507UAU5	 	Allergan Funding SCS	 	4.750% Notes due 2045
	Floating Rate Notes due 2020	 	XS1909193077	 	Allergan Funding SCS	 	Floating Rate Notes due 2020
	0.500% Senior Notes due 2021	 	XS1622630132	 	Allergan Funding SCS	 	0.500% Notes due 2021
	1.500% Senior Notes due 2023	 	XS1909193150	 	Allergan Funding SCS	 	1.500% Notes due 2023
	1.250% Senior Notes due 2024	 	XS1622624242	 	Allergan Funding SCS	 	1.250% Notes due 2024
	2.625% Senior Notes due 2028	 	XS1909193317	 	Allergan Funding SCS	 	2.625% Notes due 2028
	2.125% Senior Notes due 2029	 	XS1622621222	 	Allergan Funding SCS	 	2.125% Notes due 2029


 






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