AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 1st, 2016 • AbbVie Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 (this “Amendment”), dated as of May 28, 2016, to the Agreement and Plan of Merger, dated as of April 25, 2016 (the “Merger 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”), AbbVie Stemcentrx LLC (formerly Sirius Sonoma LLC), a Delaware limited liability company wholly owned by Parent (“Merger Sub II”), and, solely for purposes of the provisions thereof that apply to the Stockholder Representative, Fertile Valley LLC, a Delaware limited liability company (the “Stockholder Representative”).
