Exhibit 4.13


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT dated November 21, 2019 (this “Agreement”) is entered into by and among AbbVie Inc., a Delaware corporation
(the “Company”), and, upon execution of the joinder agreement referred to below, each Guarantor (as defined
below), and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Barclays Capital Inc., as representatives (collectively, the
 “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below)
(the “Initial Purchasers”). The agreements of each Guarantor under this Agreement shall not become effective
unless and until such Guarantor executes a joinder agreement to this Agreement, which joinder agreement shall be substantially
in the form attached as Exhibit A to this Agreement (the “Joinder Agreement”), at which time such agreements
shall become effective pursuant to the terms of the Joinder Agreement (and until such time, such Guarantor shall not be a party
to this Agreement or make any representations or warranties and covenants under this Agreement), and such Guarantor, without any
further action by any Person, shall become a party to this Agreement; provided, however, that each Guarantor shall
only be obliged to execute the Joinder Agreement and become a party to this Agreement if it provides guarantees with respect to
any series of Notes (as defined below) in accordance with the terms of the Indenture (as defined below). Any of the Company’s
direct or indirect existing or future wholly-owned subsidiaries that provides a guarantee with respect to any series of Notes in
accordance with the terms of the Indenture is referred to herein as a “Guarantor” and collectively as the “Guarantors.”


 


The Company and the
Representatives are parties to the Purchase Agreement dated November 12, 2019 (the “Purchase Agreement”) that
provides for the sale by the Company to the Initial Purchasers of (i) $750,000,000 aggregate principal amount of its Senior Floating
Rate Notes due May 2021 (the “May 2021 Floating Rate Notes”), (ii) $750,000,000 aggregate principal amount of
its Senior Floating Rate Notes due November 2021 (the “November 2021 Floating Rate Notes”), (iii) $750,000,000
aggregate principal amount of its Senior Floating Rate Notes due 2022 (the “2022 Floating Rate Notes”), (iv)
$1,750,000,00 aggregate principal amount of its 2.150% Senior Notes due 2021 (the “2021 Notes”), (v) $3,000,000,000
aggregate principal amount of its 2.300% Senior Notes due 2022 (the “2022 Notes”), (vi) $3,750,000,000 aggregate
principal amount of its 2.600% Senior Notes due 2024 (the “2024 Notes”), (vii) $4,000,000,000 aggregate principal
amount of its 2.950% Senior Notes due 2026 (the “2026 Notes”), (viii) $5,500,000,000 aggregate principal amount
of its 3.200% Senior Notes due 2029 (the “2029 Notes”), (ix) $4,000,000,000 aggregate principal amount of its
4.050% Senior Notes due 2039 (the “2039 Notes”) and (x) $5,750,000,000 aggregate principal amount of its 4.250%
Senior Notes due 2049 (the “2049 Notes”). The May 2021 Floating Rate Notes, the November 2021 Floating Rate
Notes, the 2022 Floating Rate Notes, the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes, the 2039 Notes
and the 2049 Notes are referred to herein collectively as the “Notes.” As an inducement to the Initial Purchasers
to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.


 






     


     


    

 


On June 25, 2019,
the Company entered into a Transaction Agreement (the “Transaction Agreement”), by and among the Company, Venice
Subsidiary LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Acquirer Sub”),
and Allergan plc, an Irish public limited company (“Allergan plc”). Subject to the conditions contained in
the Transaction Agreement, Acquirer Sub will acquire all of the outstanding shares of Allergan plc (the “Transaction”),
from the date that the Transaction is consummated. The Notes are being issued by the Company to partially finance the cash consideration
component of the total consideration owed by the Company in connection with the Transaction. As a result of the Transaction, Allergan
will become a wholly owned subsidiary of the Company.


 


In consideration of
the foregoing, the parties hereto agree 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.


 


“Effective
Time” shall mean the effective time of the Transaction.


 


“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, if applicable, guaranteed by
the Guarantors under the Indenture, containing terms substantially identical in all material respects to the applicable series
of 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.


 


“Exchange
Offer” shall mean the exchange offer by the Company and, if applicable, the Guarantors of Exchange Securities 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.


 


“Exchange
Securities” shall mean the Exchange Notes and if applicable, the Guarantees, collectively.


 






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“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 Securities or the Exchange Securities.


 


“Guarantees”
shall mean the guarantees of the Notes by the Guarantors pursuant to the terms of the Indenture (if any) and, if such guarantees
are in effect at the time of the issuance of any Exchange Notes, the guarantees of the Exchange Notes by the Guarantors pursuant
to the terms of the Indenture, in each case until such time as such guarantees are released.


 


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


 


“Holders”
shall mean the Initial Purchasers, for so long as they 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 Notes and
the Exchange Notes.


 


“Initial Purchasers”
shall have the meaning set forth in the Preamble.


 


“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.


 


“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.


 


“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.


 


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


 






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“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.


 


“Purchase
Agreement” shall have the meaning set forth in the Preamble.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities upon
the earliest to occur of the following: (i) when a Registration Statement with respect to such Securities has become effective
under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Securities cease to be outstanding and (iii) when such Securities 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 Securities.


 


“Registration
Default” shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all 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 an Initial Purchaser that has fully complied with Section 2(b) hereof or (ii) if applicable, a shelf
registration statement covering resales of the 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 and the Guarantors
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 Securities or Registrable
Securities), (iii) all expenses of the Company and the Guarantors 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 or the Guarantors (including with respect
to maintaining ratings of the Securities), (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 the Guarantors 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 Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accountants
of the Company and the Guarantors, 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 and, if applicable, the Guarantors that covers any of
the Exchange Securities 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.


 


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


 


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


 


“Securities”
shall mean the Notes and, if applicable, the Guarantees, collectively.


 


“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 and, if applicable, the Guarantors,
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 Effective Time.


 


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


 






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


 


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


 


“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, the SEC or applicable interpretations of the Staff, the Company and the Guarantors
shall, from and after the Effective Time, use their 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 Securities
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 and the Guarantors shall commence the Exchange Offer for each series of 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 and the Guarantors 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 Registrable Securities 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


 






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(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.


 


As a condition to participating
in an Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities
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 Securities 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 or the Guarantors, (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 Securities and (5) if such Holder
is a broker-dealer that will receive Exchange Securities 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 Securities.


 


As soon as practicable
after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series, the Company and the Guarantors
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 Securities
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 and the
Guarantors shall use their 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 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.


 






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(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 Initial Purchaser
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 and the Guarantors shall use their 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 and the Guarantors 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.


 


In the event that the
Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause ‎(ii) of the preceding
sentence, the Company and the Guarantors shall use their 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 Initial Purchasers after completion of the Exchange Offer.


 


The Company and the
Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until
the date on which the Securities covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”).
The Company and the Guarantors further agree to use their 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 their 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 and the Guarantors agree 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.


 






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(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.


 


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 Security when such Security ceases to be a Registrable Security 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 Securities for Exchange Securities in such Exchange Offer will not be entitled to receive any additional interest
pursuant to the preceding paragraph, and such Securities will no longer constitute Registrable Securities hereunder.


 


(e)         The
Company and the Guarantors shall be entitled to suspend their 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, the Guarantors or any of their respective subsidiaries
that may require disclosure in the Shelf Registration Statement or Prospectus and the Company or the Guarantors determines that
such disclosure is not in the best interest of the Company, the Guarantors and their 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).


 






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(f)           Without
limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under Section ‎2(a) and Section ‎2(b)
hereof may result in material irreparable injury to the Initial Purchasers 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 Initial Purchasers or any Holder may seek to specifically enforce the Company’s and the Guarantors’ obligations
under Section ‎2(a) and Section ‎2(b) hereof.


 


3.               Registration Procedures.


 


(a)          In
connection with their obligations pursuant to Section ‎2(a) and Section ‎2(b) hereof, the Company and
the Guarantors 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 and the Guarantors, (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
Securities;


 


(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 or the Guarantors with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing
Prospectus not required to be filed;


 






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(iv)         in
the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for
such Participating Holders 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 and the Guarantors consent 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;


 


(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 neither the Company
nor the Guarantors shall 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 Initial Purchasers 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 or the Guarantors
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 or the Guarantors 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 or
the Guarantors 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;


 






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(vii)        notify
counsel for the Initial Purchasers 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;


 


(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 and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration
Statement) and the Initial Purchasers 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 Initial Purchasers, as applicable,
hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantor
have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or
omission;


 






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(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 Representatives 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 and the Guarantors as shall be reasonably requested by the
Representatives 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 and the Guarantors 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 Representatives 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 Representatives 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;


 


(xiii)       obtain a CUSIP number for all Exchange Securities 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 Securities 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 and the Guarantors 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
and the Guarantors may reasonably require and to any applicable privilege;


 






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(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


 


(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 securityholders 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 and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders
and such Underwriters and their respective counsel) addressed to the 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 securityholders 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 the Guarantors (and, if necessary,
any other registered public accountant of any subsidiary of the Company or the Guarantors, or of any business acquired by the
Company or the Guarantors 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 and the Guarantors 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 and the Guarantors 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 and the Guarantors, such Participating Holder will
deliver to the Company and the Guarantors 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 and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company and the Guarantors 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.


 






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(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.


 


4.               Participation
of Broker-Dealers in Exchange Offer.


 


(a)          The
Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in an Exchange Offer
in exchange for Securities 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
Securities.


 


The Company and the
Guarantors understand 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 Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities
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
Securities 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 and the Guarantors agree 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 Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section ‎4 above. The Company and the Guarantors further agree
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.


 






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(c)          The
Initial Purchasers shall have no liability to the Company, the Guarantors 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 and, if the Guarantees are registered under any effective Registration Statement, the Guarantors each will,
jointly and severally, indemnify and hold harmless each Initial Purchaser and each Holder, their respective directors, officers
and employees, each Person, if any, who controls any Initial Purchaser 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 Initial Purchaser 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 and the Guarantors 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 Initial
Purchaser or any Holder furnished to the Company and the Guarantors in writing by such Initial Purchaser through the Representatives
or by such Holder expressly for use therein.


 


(b)          Each
Holder will, severally and not jointly, indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the
other selling Holders, the directors, officers and employees of the Company, the Guarantors, and the Initial Purchasers, each
Person, if any, who controls the Company, the Guarantors, any Initial Purchaser 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 Initial Purchaser within the
meaning of Rule 405 under the Securities Act against any losses, claims, damages or liabilities to which the Company, the Guarantors,
or such Initial Purchaser, 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 or the Guarantors by such Holder;
and each Holder will reimburse the Company, the Guarantors, and such Initial Purchaser, 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.


 






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(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.


 


(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 and the Guarantors
from the offering of the Securities or Exchange Securities, on the one hand, and the Holders from receiving Securities or Exchange
Securities 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
and the Guarantors 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 and the Guarantors 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 or the Guarantors 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.


 






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(e)          The Company, the Guarantors 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 Securities or Exchange Securities 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.


 


(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 Initial Purchasers
or any Holder, any Person controlling any Initial Purchaser or any Holder or any affiliate of any Initial Purchaser, or by or on
behalf of the Company, the Guarantors, their respective officers or directors or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement. Notwithstanding anything in this Section ‎5 to the contrary, the Guarantors shall have no liability under
this Section ‎5 to any indemnified party if the Guarantees are not in place or have been terminated in accordance
with the terms of the Indenture prior to the time any Registration Statement has become effective.


 


6.               General.


 


(a)          No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that neither the Company
nor the Guarantors has 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.


 






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(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 or the Guarantors 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), which address initially is, with respect to the Initial Purchasers, the
addresses set forth in the Purchase Agreement; (ii) if to the Company or the Guarantors, initially at the address of the Company
set forth in the Purchase Agreement and thereafter at such other address(es), notice of which is given in accordance with the provisions
of this Section ‎6(c); and (iii) to such other Persons at their respective addresses
as provided in the Purchase 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.


 


(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 Securities
under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, then such additional Securities 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.


 






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(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 Purchase 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 Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the
Company or the Guarantors 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 and the Guarantors, on the one hand, and the Initial Purchasers, 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.


 


(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, the Guarantors and the Initial Purchasers
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.


 






    21


     


    

 


7.               Creation
and Termination of Obligations of Guarantors.


 


Notwithstanding any
other provisions of this Agreement, none of the Guarantors shall make any representations or warranties or have any obligations
under this Agreement unless and until such time as it shall have become a guarantor pursuant to the terms of the Indenture.


 


Further, it is acknowledged
that the Guarantees, if issued by the Guarantors at any time, may terminate pursuant to the terms of the Indenture and, accordingly,
it is agreed that, concurrently with any termination of the Guarantees, all obligations of the Guarantors under this Agreement
shall automatically terminate and all references to the Guarantors in this Agreement shall be deemed to be eliminated.


 


[Signature Page Follows]


 






    22


     


    

 


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


 


 


	ABBVIE INC.	 
	 	 
	By:	/s/Tabetha Skarbek	 
	Name: Tabetha Skarbek	 
	Title:  Vice President and Treasurer	 
	 	 
	 	 
	Morgan Stanley & Co. LLC	 
	 	 
	 	 
	By:	/s/Ian Drewe	 
	Name: Ian Drewe	 
	Title: Executive Director	 
	 	 
	 	 
	BOFA SECurities, INC.	 
	 	 
	 	 
	By:	/s/Douglas Muller	 
	Name: Douglas Muller	 
	Title: Managing Director	 
	 	 
	 	 
	BARCLAYS CAPITAL INC.	 
	 	 
	 	 
	By:	/s/James Gutow	 
	Name: James Gutow	 
	Title: Managing Director	 







 






    


     


    

 




Exhibit
A 


 


FORM OF JOINDER AGREEMENT


 


Reference is hereby
made to the Registration Rights Agreement, dated November 21, 2019 (the “Registration Rights Agreement”), by
and among AbbVie Inc., a Delaware corporation (the “Company”), and, upon execution of this joinder agreement
(this “Joinder Agreement”), [●], a [●] (“[●]”) and a wholly-owned subsidiary
of the Company, and Morgan Stanley & Co. LLC, Barclays Capital Inc. and BofA Securities, Inc. as representatives (the “Representatives”)
of the Initial Purchasers named on Schedule I to the Purchase Agreement (as defined in the Registration Rights Agreement) (the
 “Initial Purchasers”), providing for the issuance and sale of the Notes (as defined therein) by the Company.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Registration Rights Agreement.


 


The undersigned hereby
acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it shall be deemed to be a party to the Registration
Rights Agreement as if it were an original signatory thereto and hereby makes the agreements contained therein and expressly assumes,
and agrees to perform and discharge, all of the obligations and liabilities under the Registration Rights Agreement. All references
in the Registration Rights Agreement shall hereafter include the undersigned and its successors, as applicable.


 


The undersigned hereby
agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the undersigned
party or the Representatives may reasonably require to effect the purpose of this Joinder Agreement.


 


This Joinder Agreement
shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict
of laws that would result in the application of any law other than the laws of the State of New York.


 


[Signature Page Follows]


 






    Exhibit A-1


     


    

 


IN WITNESS WHEREOF, the
undersigned has executed this Joinder Agreement as of the date first set forth above.


 


 


	[●]	 
	 	 
	 	 
	By: 	 	 
	Name:	 
	Title:	 




 






    Exhibit A-2