0001104659-16-118801 Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2016 by and among STEMCENTRX, INC., ABBVIE INC., SIRIUS SONOMA CORPORATION, SIRIUS SONOMA LLC and, solely for the purposes set forth herein, FERTILE VALLEY LLC, as Stockholder Representative

Merger Agreement • May 6th, 2016 • AbbVie Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 6th, 2016
• Company
  AbbVie Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2016 (this “Agreement”), by and among Stemcentrx, Inc., a Delaware corporation (the “Company”), AbbVie Inc., a Delaware corporation (“Parent”), Sirius Sonoma Corporation, a Delaware corporation wholly owned by Parent (“Merger Sub I”), Sirius Sonoma LLC, a Delaware limited liability company wholly owned by Parent (“Merger Sub II”), and, solely for purposes of the provisions hereof that apply to the Stockholder Representative, Fertile Valley LLC, a Delaware limited liability company (the “Stockholder Representative”).