Common use of No Fractional Shares Clause in Contracts

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares or book-entry credit of AbbVie TopCo Common Stock Shares shall be issued upon the surrender for exchange of Certificates or upon the conversion of shares of Company Common Stock, no dividends or other distributions of TopCo shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of TopCo. Each former holder of Company Common Stock who otherwise would have been entitled to a fraction of a TopCo Common Share shall receive in lieu thereof cash (rounded to the nearest cent) equal to such fraction as determined below. As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full TopCo Common Shares delivered to the Exchange Agent by TopCo for issuance to holders of Certificates over (ii) the aggregate number of full TopCo Common Shares to be distributed to holders of Certificates (such excess being herein referred to as the “Excess Shares”). As promptly as practicable following the Effective Time, the Exchange Agent, as agent for such holders of Certificates, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, all in the manner provided herein. The sale of the Excess Shares by the Exchange Agent shall be executed on the New York Stock Exchange and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the holders of Certificates, the Exchange Agent shall hold such proceeds in trust for such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to the holders of Certificates shall be reduced by any and all commissions, transfer taxes and other out-of-pocket transaction costs, as well as any expenses, of the Exchange Agent incurred in connection with such sale or sales. The Exchange Agent shall determine the Distributionportion of such net proceeds to which each holder of Certificates shall be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Certificates is entitled (after taking into account all Certificates then held by such holder) and any such the denominator of which is the aggregate amount of fractional share interests to which all holders of Certificates are entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Certificates with respect to any fractional share interests, the Exchange Agent shall promptly pay such amounts to such holders subject to and in accordance with this Section 2.02(i). The parties hereto acknowledge that payment of the cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration but merely represents a Record Holder mechanical rounding off for purposes of avoiding the expense and inconvenience to TopCo that would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined caused by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale issuance of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of AbbVie Common Stock common stock of the Surviving Corporation shall be issued in connection with the DistributionMerger, and any such fractional share interests and, to which a Record Holder the extent the Merger would otherwise be entitled shall not entitle such result in any Xxxxxx stockholder as of the Xxxxxx Record Holder to vote Date or to any other rights as a stockholder holder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for Hanover Common Stock immediately before the provisions of this Section 3.03, would be Effective Time being entitled to receive a fractional share of common stock of the Surviving Corporation, such fractional share interests will not entitle any such stockholder to vote or to any rights as a stockholder of the Surviving Corporation. All fractional interests in common stock of the Surviving Corporation that would otherwise be issuable as a result of the Merger shall be aggregated and, if a fractional interest results from such aggregation, the holder otherwise entitled thereto shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the closing sale price per share of AbbVie Hanover Common Stock pursuant on the AMEX (or, if Hanover Common Stock is not then listed on the AMEX, on Pink OTC Markets’ Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the business day preceding the Effective Time, if the stock is being traded on such date, appropriately adjusted to take into account any reverse stock split or similar transaction consummated following such date and prior to the DistributionEffective Time, shall be paid cashor, without any interest thereonif the stock is not being traded on such date, the closing sale price per share of common stock of the Surviving Corporation on the AMEX (or, if Hanover Common Stock is not then listed on the AMEX, on Pink OTC Markets’ Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as hereinafter providedcontemplated by Section 7.2(b)) on the first business day that such stock is traded, by (ii) the fraction of a share of common stock of the Surviving Corporation to which such holder would otherwise have been entitled. Abbott The Surviving Corporation shall instruct timely make available to the Exchange Agent any cash necessary to determine the number make payments in lieu of whole shares and fractional shares as aforesaid. Alternatively, the Surviving Corporation shall have the option of AbbVie Common Stock allocable to each Record Holder, instructing the Exchange Agent to aggregate all fractional interests in common stock of the Surviving Corporation resulting from the Merger, sell shares representing such fractional shares into whole shares, to sell the whole shares obtained thereby aggregate interests in the open public market at and distribute to the then-prevailing prices on behalf Xxxxxx stockholders as of each the Xxxxxx Record Holder Date who otherwise would be have been entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share shares a pro rata portion of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Baxalta Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of AbbVieBaxalta. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Baxalta Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott Baxter shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Baxalta Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of XxxxxxBaxter, AbbVie Baxalta or the Agent shall guarantee any minimum sale price for the such fractional shares of Abbott Common Sharesshares. Neither Abbott Baxter nor AbbVie Baxalta shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott Baxter or AbbVieBaxalta.

No Fractional Shares. Notwithstanding anything herein to the contrary, no (i) No Acquiror Certificates or scrip representing fractional shares of AbbVie Acquiror Common Stock Shares shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Acquiror shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Acquiror. (ii) As promptly as practicable following the Effective Time, the Exchange Agent will determine the excess of (A) the number of whole Acquiror Common Shares delivered to the Exchange Agent by Acquiror pursuant to Section 2.2(a) over (B) the aggregate number of whole Acquiror Common Shares to be distributed to holders of Target Common Stock pursuant to Section 2.2(b) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent will, on behalf of former stockholders of Target, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in Section 2.2(f)(iii). (iii) The sale of the Excess Shares by the Exchange Agent will be executed on the NYSE through one or more member firms of the Exchange and will be executed in round lots to the extent practicable. The Exchange Agent will use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Target Common Stock, the Exchange Agent will hold such proceeds in trust for the holders of Target Common Stock (the "Common Shares Trust"). The Surviving Corporation will pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of the DistributionExcess Shares. The Exchange Agent will determine the portion of the Common Shares Trust to which each holder of Target Common Stock is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Target Common Stock is entitled (after taking into account all shares of Target Common Stock held at the Effective Time by such holder) and any such the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all holders of Target Common Stock are entitled. (iv) Notwithstanding the provisions of Section 2.2(f)(ii) and (iii), the Surviving Corporation may elect at its option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments hereinabove contemplated, to pay each holder of Target Common Stock an amount in cash (without interest), rounded up to the nearest cent, equal to the product obtained by multiplying (A) the fractional share interest to which such holder (after taking into account all shares of Target Common Stock held at the Effective Time by such holder) would otherwise be entitled shall by (B) the closing price for one Acquiror Common Share as reported on the NYSE Composite Transactions Tape (as reported in The Wall Street Journal, or, if not entitle such Record Holder to vote or to reported thereby, any other rights as a stockholder of AbbVie. In lieu of any authoritative source) on the Closing Date, and, in such fractional sharescase, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant all references herein to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total cash proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of the Excess Shares and similar references will be deemed to mean and refer to the payments calculated as set forth in this Section 2.2(f)(iv). -4- 9 (v) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Target Common Stock with respect to any fractional sharesshare interests, the Exchange Agent will make available such amounts to such holders of Target Common Stock subject to and in accordance with the terms of Section 2.2(d). The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.(g)

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Parent Class P Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates or Book-Entry Units. Notwithstanding any other provision of this Agreement, and any such fractional share interests each holder of Common Units converted into the right to which a Record Holder receive the Merger Consideration pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(i)) or Book-Entry Units to be delivered by such holder) shall be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional sharesreceive, each Record Holder who, but for from the Exchange Agent in accordance with the provisions of this Section 3.032.2(h), would a cash payment, without interest, in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be entitled delivered to receive a fractional share interest of AbbVie Common Stock the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the aggregate number of whole shares of Parent Class P Stock to be distributed to the holders of Certificates and Book-Entry Units pursuant to Section 2.2(c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Common Units that would otherwise receive fractional shares of AbbVie Common Stock allocable to each Record HolderParent Class P Stock, to aggregate all such fractional shares into whole shares, to shall sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled the NYSE in the manner provided in this Section 2.2(h) and shall execute such sales in round lots to receive fractional the extent practicable. Until the share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such salesale or sales have been distributed to the holders of such Common Units, after making appropriate deductions or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes holders of such Common Units (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Common Units shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional shares to which such holder of such Common Units would otherwise be entitled and the costs and expenses denominator of such sale and distribution, including brokers fees and commissions. The sales which is the aggregate amount of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None to which all holders of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott such Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall Units would otherwise be Affiliates of Abbott or AbbVieentitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Verizon Common Stock shall be issued in connection with the Distributiondistributed to Vodafone Distribution Record Holders, and any such fractional share interests to which a Vodafone Distribution Record Holder would otherwise be entitled shall not entitle such Vodafone Distribution Record Holder to vote or to any other rights as a stockholder of AbbVieVerizon. In lieu of any such fractional shares, each Vodafone Distribution Record Holder who, but for the provisions of this Section 3.032.7(c), would be entitled to receive a fractional share interest of AbbVie Verizon Common Stock pursuant to the Distributionthis Section 2.7, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott Vodafone shall instruct the Distribution Agent to determine the number of whole shares and fractional shares of AbbVie Verizon Common Stock allocable to each Vodafone Distribution Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Vodafone Distribution Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Vodafone Distribution Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax Tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time Share Purchase Closing as practicable and as determined by the Distribution Agent. None of XxxxxxVerizon, AbbVie Vodafone or the Distribution Agent shall guarantee any minimum sale price for the fractional shares of Abbott Verizon Common SharesStock. Neither Abbott nor AbbVie None of Verizon, Vodafone or the Distribution Agent shall pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott Verizon or AbbVieVodafone.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificates or scrip evidencing fractional shares of AbbVie Parent Common Stock shall be issued in connection with the DistributionMerger, and any such fractional share interests to which a Record Holder holder of record of Company Common Stock at the Effective Time would otherwise be entitled shall not entitle such Record Holder holder to vote or to any other rights as of a stockholder of AbbViethe Parent. In lieu of any such fractional shares, each Record Holder who, holder of record of Company Common Stock at the Effective Time who but for the provisions of this Section 3.03, 3.02(e) would be entitled to receive a fractional share interest of AbbVie a share of Parent Common Stock pursuant to by virtue of the Distribution, Merger shall be paid cash, without any interest thereon, as hereinafter provided. Abbott The Parent shall instruct the Exchange Agent to determine the number of whole shares and fractional shares of AbbVie Parent Common Stock allocable to each Record Holderholder of record of Company Common Stock at the Effective Time, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-then prevailing prices on behalf of each Record Holder holders who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its holder such holder's ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts amount, if any, required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers taxes. All brokers' fees and commissions. The commissions incurred in connection with such sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined be paid by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieParent.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Parent Common Stock shall be issued in connection with the DistributionMerger, no certificates or scrip representing fractional shares of Parent Common Stock shall be delivered upon the conversion of Company Common Stock pursuant to Section 2.01(c), and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieshares of Parent Common Stock. In lieu Notwithstanding any other provision of any such fractional sharesthis Agreement, each Record Holder who, but for the provisions holder of this shares of Company Common Stock converted pursuant to Section 3.03, 2.01(c) who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock pursuant to (after aggregating all shares represented by the DistributionCertificates and Book-Entry Shares delivered by such holder) shall receive, shall be paid cashin lieu thereof and upon surrender thereof, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number a cash payment in lieu of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole sharesrepresenting such holder’s proportionate interest, to sell the whole shares obtained thereby if any, in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Parent Common Stock equal to the excess of (i) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of shares of Company Common Stock pursuant to Section 2.01(c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the certificates representing shares of Parent Common Stock that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on NASDAQ in the following manner. The sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on NASDAQ at then-prevailing market prices and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent shall have hold such proceeds in trust for the sole discretion holders of shares of Company Common Stock (the “Common Stock Trust”). The Exchange Agent shall determine the portion of the Common Stock Trust to select the broker-dealers through which to sell the aggregated fractional each holders of shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold of Company Common Stock shall be Affiliates entitled, if any, by multiplying the amount of Abbott or AbbViethe aggregate proceeds comprising the Common Stock Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holders of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Parent Class P Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates or Book-Entry Shares. Notwithstanding any other provision of this Agreement, and any such fractional share interests each holder of Company Securities converted into the right to which a Record Holder receive the Merger Consideration pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(i)) or Book-Entry Shares to be delivered by such holder) shall be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional sharesreceive, each Record Holder who, but for from the Exchange Agent in accordance with the provisions of this Section 3.032.2(h), would a cash payment, without interest, in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be entitled delivered to receive a fractional share interest of AbbVie Common Stock the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the aggregate number of whole shares of Parent Class P Stock to be distributed to the holders of Certificates and Book-Entry Shares pursuant to Section 2.2(c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Company Securities that would otherwise receive fractional shares of AbbVie Common Stock allocable to each Record HolderParent Class P Stock, to aggregate all such fractional shares into whole shares, to shall sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled the NYSE in the manner provided in this Section 2.2(h) and shall execute such sales in round lots to receive fractional the extent practicable. Until the share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such salesale or sales have been distributed to the holders of such Company Securities, after making appropriate deductions or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the amounts required holders of such Company Securities (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Company Securities shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional shares to which such holder of such Company Securities would otherwise be entitled and the denominator of which is the aggregate amount of fractional shares to which all holders of such Company Securities would otherwise be entitled. To the extent applicable, each holder of Company Securities shall be deemed to have consented for U.S. federal income tax withholding purposes (and after deducting any applicable transfer Taxes and to the costs and expenses of such sale and distributionextent applicable, including brokers fees and commissions. The sales of state or local income tax purposes) to report the cash received for fractional shares shall occur in the Merger as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the a sale of fractional shares. The Agent shall have a portion of the sole discretion holder’s Company Securities to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieParent.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article II, and, except as provided in connection with the Distributionthis Section 2.2(e), and no dividend or other distribution, stock split or interest shall relate to any such fractional share security, and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder security holder of AbbVieParent. In lieu of any such fractional sharessecurity, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article II will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the sum of (i) the gross proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.032.2(e), would be entitled on behalf of all such holders of the aggregate fractional shares of Parent Common Stock issued pursuant to receive a fractional share interest this Article II and (ii) the aggregate dividends or other distributions that are payable with respect to such shares of AbbVie Parent Common Stock pursuant to Section 2.2(c) (such dividends and distributions being herein called the Distribution"Fractional Dividends"). As soon as practicable following the Effective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of the aggregate of (x) the number of whole shares and fractional full shares of AbbVie Parent Common Stock allocable delivered to each Record Holderthe Exchange Agent by Parent pursuant to Section 2.2(a) over (y) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to Section 2.2(b) (such excess being herein called the "Excess Securities") and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Company Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the New York Stock Exchange ("NYSE"). The sale of the total Excess Securities by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the gross proceeds of such sale, after making appropriate deductions sale of Excess Securities and the Fractional Dividends have been distributed to the former stockholders of the amounts required Company, the Exchange Agent will hold such proceeds and dividends in trust for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsformer stockholders. The sales of fractional shares shall occur As soon as soon practicable after the Effective Time as practicable and as determined by determination of the Agent. None amount of Xxxxxxcash to be paid to former stockholders of the Company in lieu of any fractional interests, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contraryNo certificates, no receipts or scrip representing fractional shares of AbbVie Common Stock BEPC Class A Shares or Parent LP Units shall be issued in connection with upon the Distributionexchange of Eligible Shares, no dividends or other distributions of BEPC or Parent shall relate to such fractional BEPC Class A Shares or Parent LP Units, as applicable, and any such fractional share interests to which a Record Holder would otherwise be entitled shall BEPC Class A Shares or Parent LP Units will not entitle such Record Holder the owner thereof to vote or to any other rights of a shareholder of BEPC or unitholder of Parent, as applicable. All fractional entitlements to a stockholder BEPC Class A Share or Parent LP Unit to which a single record holder of AbbVieEligible Shares would be otherwise entitled to receive shall be aggregated by the Exchange Agent and rounded to three decimal points. In lieu of the issuance of any fractional share or unit, each holder of Eligible Shares who would otherwise be entitled to such fractional sharesshares or units shall be entitled to an amount in cash in dollars, each Record Holder whowithout interest, but for rounded to the provisions nearest cent, equal to the product of this Section 3.03(i) the amount of the fractional share or unit interest in a BEPC Class A Share or Parent LP Unit to which such holder is entitled under Sections 2.01 or 3.01, as applicable (or would be entitled to receive a fractional share interest but for this Section 4.11), and (ii) the volume-weighted average of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereontrading prices of the BEPC Class A Shares or Parent LP Units, as hereinafter provided. Abbott shall instruct applicable, on the Agent to determine New York Stock Exchange (the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder“NYSE”) for the five trading days following the Closing Date (not counting the Closing Date), to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Exchange Agent. None As soon as practicable after the determination of Xxxxxxthe amount of cash to be paid to such holders of Eligible Shares with respect to any fractional share interests in BEPC Class A Shares or Parent LP Units, AbbVie or the Exchange Agent shall guarantee any minimum sale price promptly (i) pay such amounts, subject to customary rounding, to such holders subject to and in accordance with this Section 4.11 and (ii) return to BEPC the aggregate number of BEPC Class A Shares and to Acquisition Sub the aggregate number of Parent LP Units that would have been payable to such holders as Consideration but for the fractional shares operation of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbViethis Section 4.11.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificate or scrip representing fractional shares of AbbVie Common Stock shall Parent Shares will be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieParent. In lieu Notwithstanding any other provision of any such fractional sharesthis Agreement, each Record Holder who, but for holder of shares of Company Common Stock converted pursuant to the provisions of this Section 3.03, Merger who would be otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) will receive, in lieu thereof, cash (without interest) in an amount equal to such fraction as determined below. As promptly as practicable following the Effective Time, the Exchange Agent will determine the excess of (i) the number of full Parent Shares delivered to the Exchange Agent by Parent for issuance to holders of Certificates over (ii) the aggregate number of full Parent Shares to be distributed to holders of Company Common Stock (such excess being herein referred to as the "Excess Shares"). As soon as practicable after the Effective Time, the Exchange Agent, as agent for such holders of Company Common Stock will sell the Excess Shares at then prevailing prices on the NYSE all in the manner provided herein. The sale of the Excess Shares by the Exchange Agent will be executed on the NYSE and will be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such holders. Parent will pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Shares and the Exchange Agent's compensation and expenses in connection with such sale or sales. The Exchange Agent will determine the portion of such net proceeds to which each holder of Company Common Stock will be entitled, if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of AbbVie Company Common Stock pursuant to is entitled (after taking into account all Certificates then held by such holder) and the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct denominator of which is the Agent to determine the number aggregate amount of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share which all holders of Company Common Stock are entitled. As soon as practicable after the determination of the total proceeds amount of cash, if any, to be paid to holders of Certificates with respect to any fractional share interests, the Exchange Agent will promptly pay such saleamounts to such holders of Company Common Stock, after making appropriate deductions subject to and in accordance with the terms of the amounts required for U.S. federal income tax withholding purposes Sections 2.2(b) and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie(c).

No Fractional Shares. Notwithstanding anything herein to the contrary, no (a) No certificates or scrip representing fractional shares of AbbVie Acquiror Common Stock shall be issued in connection with upon the Distribution, and any such surrender of Certificates pursuant to Section 1.04. Such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or the owner thereof to any other rights as a stockholder security holder of AbbVieAcquiror. In lieu of any such fractional sharesshares of Acquiror Common Stock, each Record Holder whoholder of Outstanding Company Stock entitled to receive shares of Acquiror Common Stock in the Merger, but upon surrender of a Certificate for the provisions of this exchange pursuant to Section 3.031.04, would shall be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the fractional interest in Acquiror Common Stock to which such holder would otherwise be entitled (after taking into account all shares of Company Stock then held of record by such holder) by the closing sale price of a share of Acquiror Common Stock as reported on the NASDAQ or the NYSE, as the case may be, on the Closing Date. (b) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Stock in lieu of any fractional share interest interests, Acquiror shall promptly deposit with the Exchange Agent cash in the required amounts and the Exchange Agent will mail such amounts, without interest, to such holders; PROVIDED, HOWEVER, that no such amount will be paid to any holder of AbbVie Common Stock pursuant Certificates prior to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all surrender by such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share holder of the total proceeds of Certificates which formerly represented such sale, after making appropriate deductions holder's Company Stock. Any such amounts that remain unclaimed by the former stockholders of the amounts required for U.S. federal income tax withholding purposes and Company after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after six months following the Effective Time as practicable and as determined shall be delivered to the Surviving Corporation by the Exchange Agent, upon demand, and any former stockholders of the Company who have not then surrendered their Certificates shall thereafter look only to the Surviving Corporation for payment in lieu of any fractional interests. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie1.07.

No Fractional Shares. Notwithstanding anything herein to the contrarycontrary set forth herein, no certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued in connection with the DistributionMerger, and no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieParent. In lieu of any such fractional sharesthereof, each Record Holder who, but for the provisions former holder of this Section 3.03, shares of Company Common Stock who would otherwise have been entitled to such a fractional share interest (after aggregating all fractional shares of Parent Common Stock that otherwise would have been received by such holder) will be entitled to receive a fractional share an amount in cash (without interest) equal to such holder's proportionate interest of AbbVie Common Stock pursuant to in the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct net proceeds from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market at by the then-prevailing prices Exchange Agent, on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder hisholders, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of aggregated fractional shares shall occur as soon after of Parent Common Stock issued pursuant to this paragraph. Promptly following the Effective Time as practicable and as determined by Time, (i) the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for determine the total amount of the fractional shares of Abbott Parent Common SharesStock to which all such former Company stockholders would otherwise be entitled, and aggregate the same into whole shares of Parent Common Stock (rounded up to the nearest whole share), (ii) Parent shall issue such whole shares of Parent Common Stock to the Exchange Agent, as agent for such former stockholders, and (iii) the Exchange Agent shall sell such shares of Parent Common Stock at the then prevailing prices on the New York Stock Exchange through one or more member firms of the New York Stock Exchange (which sales shall be executed in round lots to the extent practicable). Neither Abbott nor AbbVie Until the net proceeds of such sales have been distributed to such former stockholders, the Exchange Agent will hold such proceeds in trust for such holders. Promptly after the determination of the amount of cash to be paid to such former stockholders in lieu of any fractional interests in Parent Common Stock, the Exchange Agent shall pay such amounts to such former stockholders (subject to any interest on the proceeds from the sale required withholding of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVietaxes).

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Stock Parent Shares shall be issued upon the surrender for exchange of Certificates or cancellation of In-the-Money Options. Notwithstanding any other provision of this Agreement, each holder of Shares converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all Certificates (or effective affidavits of loss in connection lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the Distributionprovisions of this Section 2.2(f), a cash payment in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of Parent Shares, such number equal to the excess of (i) the aggregate number of Parent Shares to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole Parent Shares to be distributed to the holders of Certificates pursuant to Section 2.2(c) (such excess being the “Excess Shares”). The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and any inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the certificates representing Parent Shares that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on the NYSE in the manner provided in this Section 2.2(f) and shall be executed in round lots to the extent practicable. Until the share proceeds of such sale or sales have been distributed to the holders of such Shares, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of such Shares (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Shares shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of such Shares would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all holders of such Shares would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieentitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Acquiror Common Stock shall be issued upon the surrender for exchange of certificates representing shares of Company Common Stock or Company Convertible Preferred Stock, as the case may be, pursuant to this Article III and no dividend, stock split or other change in connection with the Distributioncapital structure of Acquiror shall relate to any fractional security, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbViesecurity holder. In lieu of any such fractional sharesshares of Acquiror Common Stock, each Record Holder whoholder of shares of Company Common Stock or Company Convertible Preferred Stock, but as the case may be, who would otherwise have been entitled to a fraction of a share of Acquiror Common Stock upon surrender of certificates for exchange pursuant to this Article III will be paid cash upon such surrender in an amount equal to the provisions product of such fraction multiplied by the closing sale price of one share of Acquiror Common Stock on the NYSE on the day of the Effective Time, or, if shares of Acquiror Common Stock are not so traded on such day, the closing sale price of one such share on the next preceding day on which such share was traded on the NYSE. For purposes of this Section 3.033.4, would be entitled to receive a fractional share interest shares of AbbVie Company Common Stock pursuant to or Company Convertible Preferred Stock, as the Distributioncase may be, of any holder represented by two or more certificates may be aggregated, and in no event shall any holder be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number an amount of whole shares and fractional shares cash in respect of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable more than one share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Acquiror Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieStock.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie LinnCo Common Stock Shares shall be issued in connection with the DistributionLinnCo Merger, no certificates or scrip representing fractional LinnCo Common Shares shall be delivered upon the conversion of HoldCo Common Stock pursuant to Section 2.1(b)(i), and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieLinnCo Common Shares. In lieu Notwithstanding any other provision of any such fractional sharesthis Agreement, each Record Holder who, but for holder of shares of HoldCo Common Stock converted pursuant to the provisions of this Section 3.03, LinnCo Merger who would be otherwise have been entitled to receive a fractional share fraction of a LinnCo Common Share (after aggregating all shares represented by the Certificates and Book-Entry Shares delivered by such holder) shall receive from the Escrow Agent, in lieu thereof and upon surrender thereof, a cash payment (without interest) in an amount representing such holder’s proportionate interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the net proceeds from the sale by the Escrow Agent on behalf of all such holders of LinnCo Common Shares that would otherwise be issued (the “Excess Merger Shares”). The sale of the Excess Merger Shares by the Escrow Agent shall be executed on a national securities exchange, including the NASDAQ Stock Market LLC (the “NASDAQ”). Until the net proceeds of such sale or sales have been distributed to such holders of HoldCo Common Stock, the Escrow Agent shall hold such proceeds in trust for such holders (the “Fractional Share Trust”). LinnCo shall pay all commissions, transfer taxes and other out-of-pocket transaction costs incurred in connection with such sale of the Excess Merger Shares. The Escrow Agent shall determine the portion of the Fractional Share Trust to which each holder of HoldCo Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Fractional Share Trust by a fraction, the numerator of which is the amount of fractional sharesinterests to which such holder of HoldCo Common Stock is entitled and the denominator of which is the aggregate amount of fractional interests to which all holders of HoldCo Common Stock are entitled. The As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of HoldCo Common Stock in lieu of fractional interests, the Escrow Agent shall have make available such amounts to such holders of HoldCo Common Stock (the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell “Fractional Share Cash Amount”). Any such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold sale shall be Affiliates made within ten business days or such shorter period as may be required by applicable Law after the Effective Time. No such holder shall be entitled to distributions, voting rights or any other rights in respect of Abbott or AbbVieany fractional LinnCo Common Share.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of AbbVie Del Monte Common Stock shall be issued in connection with the DistributionMerger, and and, to the extent the Exchange Ratio would result in any such fractional share interests to which a Heinz shareholder as of the Heinz Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be Date being entitled to receive a fractional share interest of AbbVie Del Monte Common Stock, such fractional share interests will not entitle any such shareholder to vote or to any rights as a stockholder of Del Monte. All fractional interests in Del Monte Common Stock pursuant that would otherwise be issuable as a result of the Merger shall be aggregated and if a fractional interest results from such aggregation, the holder otherwise entitled thereto shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the closing sale price per share of Del Monte Common Stock on the NYSE on the business day preceding the Effective Time, if the stock is being traded on such date, or if the stock is not being traded on such date, the closing sale price per share of Del Monte Common Stock on the NYSE on the first business day that such stock is traded, by (ii) the fraction of a share of Del Monte Common Stock to which such holder would otherwise have been entitled. Del Monte shall timely make available to the Distribution, shall be paid cash, without Exchange Agent any interest thereon, as hereinafter provided. Abbott shall instruct the Agent cash necessary to determine the number make payments in lieu of whole shares and fractional shares as aforesaid. Alternatively, Del Monte shall have the option of AbbVie Common Stock allocable to each Record Holder, instructing the Exchange Agent to aggregate all fractional interests in Del Monte Common Stock resulting from the Merger, sell shares representing such fractional shares into whole shares, to sell the whole shares obtained thereby aggregate interests in the open public market at and distribute to the then-prevailing prices on behalf Heinz shareholders as of each the Heinz Record Holder Date who otherwise would be have been entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share shares a pro rata portion of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein in this Agreement to the contrary, no fractional shares fraction of AbbVie an Amalgamated Company Common Stock Share shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieAmalgamation. In lieu of thereof, any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, PRE Shareholder or Axis Shareholder who would be otherwise have been entitled to receive a fractional share interest fraction of AbbVie an Amalgamated Company Common Stock pursuant to the DistributionShare, shall be paid cashupon surrender of their respective PRE Common Shares or Axis Common Shares for exchange (after aggregating all PRE Common Shares or Axis Common Shares of such Person), cash in an amount (without any interest thereon, as hereinafter provided. Abbott shall instruct interest) equal to the difference of (i) the aggregate number of shares of Amalgamated Company Common Stock to be delivered to the Exchange Agent by Amalgamated Company pursuant to determine Section 2.2(b) minus (ii) the aggregate number of whole shares of Amalgamated Company Common Stock to be distributed, in aggregate, to the Axis Shareholders and the PRE Shareholders pursuant to Sections 2.1(b) and (c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of AbbVie Common Stock allocable avoiding the expense and inconvenience to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who Amalgamated Company that would otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined caused by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale issuance of fractional shares. The As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the certificates representing shares of Amalgamated Company Common Stock that would otherwise receive fractional shares, shall sell the Excess Shares at then prevailing prices on the NYSE. Such sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on the NYSE at then-prevailing market prices and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the respective PRE Shareholders and Axis Shareholders (as the case may be), the Exchange Agent shall have hold such proceeds in trust for such shareholders (the sole discretion “Common Share Trust”). The Exchange Agent shall reasonably determine the portion of the Common Share Trust to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold respective PRE Shareholders and Axis Shareholders (as the case may be) shall be Affiliates of Abbott or AbbVieentitled on a pro rata basis.

No Fractional Shares. Notwithstanding anything herein to the contraryNo certificates representing fractional Exchangeable Shares, no fractional Preferred Shares or shares of AbbVie Coors Common Stock shall be issued upon the surrender for exchange of certificates pursuant to sections 4.1 or 4.2 and no dividend, stock split or other change in connection with the Distribution, and capital structure of Exchangeco or Coors shall relate to any such fractional share security and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to exercise any other rights as a stockholder security holder of AbbVieExchangeco or Coors. In lieu of any such fractional sharessecurities, each Record Holder whoPerson otherwise entitled to a fractional interest in an Exchangeable Share, but for the provisions Preferred Share or share of this Section 3.03, would Coors Common Stock will be entitled to receive a fractional share interest cash payment equal to such Person's pro rata portion of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct net proceeds after expenses received by the Agent to determine Depositary upon the number sale of whole shares and representing an accumulation of all fractional interests in Exchangeable Shares, shares of AbbVie Coors Common Stock, or, in the case of Preferred Shares, shares of Coors Common Stock allocable to each Record Holderfor which such fractional Preferred Share would otherwise have been exchanged, to aggregate which all such fractional shares into whole sharesPersons would otherwise be entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who respective fractions, among Persons otherwise would be entitled to receive fractional share interests and to distribute to each in Exchangeable Shares. The Depositary will sell such Record Holder his, her shares of Coors Common Stock (or its ratable share shares of Coors Common Stock for which such fractional Preferred Share would otherwise have been exchanged) on the total NYSE as soon as reasonably practicable following the Effective Date. The aggregate net proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined will be distributed by the AgentDepositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in shares of Coors Common Stock (or fractional interests in Preferred Shares which would otherwise have been exchanged for shares of Coors Common Stock). None A holder of Xxxxxx, AbbVie an Exchangeable Share shall not be entitled to any fraction of a share of Coors Common Stock upon the exercise by Callco of the Liquidation Call Right or the Agent Redemption Call Right and no certificate representing any such fractional interest shall guarantee any minimum sale price be issued and such holder otherwise entitled to a fractional interest will receive for such fractional interest from Callco or Coors, as the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest case may be, on the proceeds from designated payment date a cash payment equal to such fractional interest multiplied by the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieCoors Trading Price.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie QHC Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieQHC. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie QHC Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott CHS shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie QHC Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of XxxxxxCHS, AbbVie QHC or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott CHS Common SharesStock. Neither Abbott CHS nor AbbVie QHC shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott CHS or AbbVieQHC.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie La Jolla Common Stock shall be issued in connection with the DistributionReverse Stock Split, and no certificates or scrip representing such fractional shares shall be issued. La Jolla will round down to the nearest whole share any fraction of a share that any La Jolla stockholder would otherwise receive (after aggregating all fractional shares issuable to such holder), and any such fractional share interests to which a Record Holder holder of La Jolla Common Stock who would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional fraction of a share interest of AbbVie La Jolla Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and (after aggregating all fractional shares of AbbVie La Jolla Common Stock allocable issuable to each Record Holdersuch holder) shall, to aggregate all in lieu of such fraction of a share and upon surrender of such holder’s certificate representing such fractional shares into of La Jolla Common Stock, instead receive from La Jolla an amount of cash (rounded to the nearest whole sharescent), without interest, equal to sell the whole shares obtained thereby product of (i) such fraction, multiplied by (ii) the applicable price per share which shall be equal to the average closing price of La Jolla Common Stock (as reported on the Nasdaq Capital Market, or the OTC Bulletin Board or, if the La Jolla Common Stock is not traded on the Nasdaq Capital Market or OTC Bulletin Board, then the Pink Sheets, and, if not traded on the Pink Sheets, then as determined in good faith by La Jolla’s Board of Directors) on the open market at five trading days immediately prior to the then-prevailing prices on behalf effective date of the Reverse Stock Split (giving effect to the Reverse Stock Split). In lieu of the foregoing, La Jolla may, in its discretion, elect to round up each Record Holder who otherwise would be entitled to receive fractional share interests and (after aggregating all fractional shares issuable to distribute such holder) to each such Record Holder his, her or its ratable share a whole share. The aggregate value of the total proceeds of such sale, after making appropriate deductions of fractional share payments and out-of-pocket expenses associated with the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes Reverse Stock Split and the costs and expenses post-Closing exchange of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after certificates (the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold “Reverse Split Expenses”) shall be Affiliates of Abbott or AbbViedisregarded in calculating the La Jolla Net Cash.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates pursuant to Section 4.01, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieParent. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereonExchange Agent shall, as hereinafter provided. Abbott shall instruct soon as practicable after the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record HolderEffective Time, to aggregate all such fractional shares into whole and such fractional shares shall be sold by the Exchange Agent as agent for the holders of such fractional shares, to sell at the whole shares obtained thereby then prevailing price on the NYSE, all in the open market at manner provided hereinafter. Until the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total net proceeds of such salesale or sales have been distributed to the holders of fractional shares, after making appropriate deductions the Exchange Agent shall retain such proceeds in trust for the benefit of such holders as part of the amounts required for U.S. federal income tax withholding purposes Exchange Fund. The sale of the fractional shares by the Exchange Agent shall be executed on the NYSE or through one or more member firms of the NYSE and after deducting any applicable transfer Taxes and will be executed in round lots to the costs and expenses extent practicable. The Exchange Agent will determine the portion, if any, of the net proceeds of such sale and distribution, including brokers fees and commissions. The sales to which each holder of fractional shares shall occur as soon after is entitled by multiplying the Effective Time as practicable and as determined by amount of the Agent. None aggregate net proceeds of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for of the fractional shares by a fraction the numerator of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on which is the proceeds from the sale amount of fractional shares. The Agent shall have shares to which such holder is entitled and the sole discretion to select denominator of which is the broker-dealers through which to sell the aggregated aggregate amount of fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated all holders of fractional shares are sold entitled. The Company shall be Affiliates pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of shares of Parent Common Stock.

No Fractional Shares. Notwithstanding anything herein to the contraryany other provision of this Agreement, (i) no certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued in connection with the Distribution, Merger and any such fractional share interests (ii) each registered Holder of SXCP Public Units exchanged pursuant to which a Record Holder the Merger who would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be have been entitled to receive a fractional share interest of AbbVie Parent Common Stock pursuant (after taking into account all SXCP Public Units held by such Holder immediately prior to the DistributionEffective Time) shall receive, shall be paid cashfrom the Exchange Agent in accordance with the provisions of this Section 2.1(e), a cash payment, without any interest thereoninterest, as hereinafter provided. Abbott shall instruct the Agent to determine the number in lieu of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole sharesrepresenting such Holder’s proportionate interest, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale by the Exchange Agent (the “Share Proceeds”) in one or more transactions of a number of shares of Parent Common Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Common Stock reserved with the Exchange Agent by Parent pursuant to Section 2.2(a) minus (ii) the aggregate number of whole shares of Parent Common Stock that Holders of SXCP Public Units are entitled to receive pursuant to Section 2.1(c)(i) and Section 2.1(c)(ii) (such excess, which, for the avoidance of doubt, shall be equal to the aggregate number of fractional shares of Parent Common Stock that the registered Holders of SXCP Public Units converted pursuant to the Merger would have otherwise been entitled to receive, the “Excess Shares”). The parties acknowledge that payment of the cash Share Proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. The As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of SXCP Public Units that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then-prevailing price on the NYSE in the manner provided in this Section 2.1(e) and such sales shall be executed in round lots to the extent practicable. Until the Share Proceeds of such sale or sales have been distributed to the Holders of such SXCP Public Units, the Exchange Agent shall have hold such Share Proceeds in trust for the sole discretion benefit of the Holders of such SXCP Public Units (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell each Holder of such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold SXCP Public Units shall be Affiliates entitled, if any, by multiplying the amount of Abbott or AbbViethe aggregate Share Proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such Holder of such SXCP Public Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of such SXCP Public Units would otherwise be entitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Crompton Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any no dividends or other distributions of Crompton shall relate to such fractional share interests to which a Record Holder would otherwise be entitled shall and such fractional share interests will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieCrompton. In lieu of any such fractional sharesshare interests, each Record Holder who, but for holder of a Certificate shall receive (upon surrender thereof as provided in this Article II) an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.032.2(e), would be entitled to receive a fractional share interest on behalf of AbbVie all such holders, of the Excess Shares. As soon as reasonably practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the aggregate number of shares of Crompton Common Stock into which the shares of Great Lakes Common Stock were converted pursuant to Section 2.1(c) before giving effect to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct first sentence of this Section 2.2(e) over (B) the Agent to determine the aggregate number of whole shares and fractional of Crompton Common Stock to which the former holders of shares of AbbVie Great Lakes Common Stock allocable are entitled pursuant to each Record HolderSection 2.1(c) after giving effect to the first sentence of this Section 2.2(e) (such excess, to aggregate all such fractional shares into whole sharesthe "Excess Shares"). As soon as reasonably practicable after the Effective Time, to the Exchange Agent, as agent for the holders of the Certificates, shall sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf the New York Stock Exchange. The sale of the Excess Shares on the New York Stock Exchange shall be executed through one or more member firms of the New York Stock Exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall deduct from the proceeds of sale of the Excess Shares all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such sale of the Excess Shares have been distributed to the holders of Certificates, the Exchange Agent will hold such net proceeds in trust for such holders of Certificates (the "Excess Shares Trust"). The portion of the Excess Shares Trust to which each Record Holder who otherwise would holder of a Certificate shall be entitled, if any, shall be determined by multiplying the amount of the aggregate net proceeds comprising the Excess Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest in Crompton Common Stock to which such holder of a Certificate is entitled to receive and the denominator of which is the aggregate amount of fractional share interests and in Crompton Common Stock to distribute to each which all holders of Certificates are entitled. Crompton shall comply with the provisions of Rule 236(c) under the Securities Act in connection with such Record Holder his, her or its ratable share sale of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Excess Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein in this Agreement to the contrary, no fractional shares fraction of AbbVie a share of Parent Common Stock shall be issued in connection with the DistributionMerger, and in lieu thereof, any holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock shall be paid upon surrender of shares of Company Common Stock for exchange (and after taking into account and aggregating the total number of shares of Parent Common Stock to be issued in exchange for the shares of Company Common Stock represented by all Certificates, or Book-Entry Shares, as applicable, surrendered by such holder and the shares of Parent Common Stock received by such holder as a result of both the Base Exchange Ratio and the Additional Stock Election Exchange Ratio) cash in an amount (without interest and rounded to the nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent, on behalf of all such holders, of shares of Parent Common Stock which would otherwise be issued (“Excess Shares”). As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (the “NYSE”) in the manner provided in this Section 2.4(g), which sales shall be executed in round lots to the extent practicable. Until the share proceeds of such sales have been distributed to the holders of shares of Company Common Stock, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of shares of Company Common Stock (the “Fractional Share Trust”). All commissions, transfer Taxes and other out-of-pocket transaction costs incurred in connection with such sale or sales of the Excess Shares shall be deducted from the Fractional Share Trust. The Exchange Agent shall determine the portion of the Fractional Share Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Trust by a fraction, the numerator of which is the amount of the fractional share interests to which a Record Holder such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to each holder of Company Common Stock with respect to any fractional share interests, following compliance by such holder with the exchange procedures set forth in Section 2.4(b) and in the Letter of Transmittal, the Exchange Agent shall make available such amounts to such holders, without interest. No dividend or distribution with respect to shares of Parent Common Stock shall be payable on or with respect to any fractional interests and such fractional interests shall not entitle such Record Holder to vote or the owner thereof to any other rights as of a stockholder member of AbbViethe Surviving Corporation or the Surviving Company. In lieu Nothing in this clause (g) shall affect the right of any such fractional shares, each Record Holder who, but for the provisions a holder of this Section 3.03, would be entitled Company Common Stock who has made a Cash Election to receive a fractional share interest Additional Cash Consideration in accordance with Section 2.1(a)(i), regardless of AbbVie whether such holder of Company Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled is to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale cash in lieu of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Parent Class P Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates or Book-Entry Units. Notwithstanding any other provision of this Agreement, and any such fractional share interests each holder of Common Units converted into the right to which a Record Holder receive the Merger Consideration pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(i)) or Book-Entry Units to be delivered by such holder) shall be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional sharesreceive, each Record Holder who, but for from the Exchange Agent in accordance with the provisions of this Section 3.032.2(h), would a cash payment, without interest, in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be entitled delivered to receive a fractional share interest of AbbVie Common Stock the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the aggregate number of whole shares of Parent Class P Stock to be distributed to the holders of Certificates and Book-Entry Units pursuant to Section 2.2(c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Common Units that would otherwise receive fractional shares of AbbVie Common Stock allocable to each Record HolderParent Class P Stock, to aggregate all such fractional shares into whole shares, to shall sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled the NYSE in the manner provided in this Section 2.2(h) and shall execute such sales in round lots to receive fractional the extent practicable. Until the share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such salesale or sales have been distributed to the holders of such Common Units, after making appropriate deductions or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the amounts required holders of such Common Units (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such Common Units shall be entitled, if any, by multiplying the amount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional shares to which such holder of such Common Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional shares to which all holders of such Common Units would otherwise be entitled. To the extent applicable, each holder of Common Units shall be deemed to have consented for U.S. federal income tax withholding purposes (and after deducting any applicable transfer Taxes and to the costs and expenses of such sale and distributionextent applicable, including brokers fees and commissions. The sales of state or local income tax purposes) to report the cash received for fractional shares shall occur in the Merger as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the a sale of fractional shares. The Agent shall have a portion of the sole discretion holder’s Common Units to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieParent.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote vote, to receive dividends or to any other rights as of a stockholder shareholder of AbbViethe Parent. In lieu Notwithstanding any other provision of any such fractional sharesthis Agreement, each Record Holder whoholder of a Certificate exchanged in the Merger who would otherwise have been entitled to receive a fraction of a share of Common Stock shall receive, but for from the Exchange Agent in accordance with the provisions of this Section 3.032.2(c), would be entitled to receive a cash payment in lieu of such fractional share interest of AbbVie Common Stock pursuant to representing such holder's proportionate interest, if any, in the Distribution, net proceeds from the sale by the Exchange Agent in one or more transactions (which sale transactions shall be paid cashmade at such time or times, without any interest thereon, in such manner and on such terms as hereinafter provided. Abbott the Exchange Agent shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices its sole discretion are reasonable) on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each all such Record Holder his, her or its ratable share holders of the total proceeds aggregate of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Stock which would otherwise have been issued ("Fractional Shares"). Neither Abbott nor AbbVie The sale of the Fractional Shares by the Exchange Agent shall pay any interest be executed on the New York Stock Exchange ("NYSE") or such other nationally recognized securities exchange (collectively, a "National Exchange") on which the Common Stock is traded through one or more member firms of the NYSE or a National Exchange and shall be executed in round lots to the extent practicable. Until the net proceeds from of such sale or sales shall have been distributed to the sale holders of fractional shares, the Exchange Agent will hold such proceeds in trust ("Exchange Trust") for the holders of fractional shares. The Parent shall pay all commissions, transfer taxes and other out-of-pocket transactions costs, including the expenses and compensation of the Exchange Agent, incurred in connection with the sale of the Fractional Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional shares in lieu of any fractional shares of Common Stock, the Exchange Agent shall have the sole discretion make available such amounts to select the broker-dealers through which to sell the aggregated such holders of fractional shares and to determine when, how and at what price to sell such shareswithout interest. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.(d)

No Fractional Shares. Notwithstanding anything herein (i) No fractional share of IUB Common Stock and no certificate or scrip therefor, or other evidence of ownership thereof, will be issued, and no right to receive cash in lieu thereof shall entitle the holder thereof to any voting or other rights of a holder of shares or fractional share interests. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of shares of IUB Common Stock delivered to the contrary, no fractional Exchange Agent by IUB pursuant to Section 2.2(a) over (ii) the aggregate number of whole shares of AbbVie IUB Common Stock shall to be issued in connection with the Distribution, and any such fractional share interests distributed to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder holders of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie PTC Common Stock pursuant to Section 2.2(b) (such excess being herein called the Distribution, shall be paid cash, without any interest thereon, "Excess Shares"). As promptly as hereinafter provided. Abbott shall instruct the Agent to determine practicable after such determination of the number of whole shares and fractional shares Excess Shares, the Exchange Agent, as agent for the holders of AbbVie PTC Common Stock, shall sell the Excess Shares in the over-the-counter market at then prevailing prices, all in the manner provided in subparagraph (iii) of this Section 2.2(e). (iii) The sale of the Excess Shares by the Exchange Agent shall be executed in the over-the-counter market through one or more market makers for IUB Common Stock allocable and shall be executed in round lots to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in extent practicable. Until the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total net proceeds of such salesale or sales have been distributed to the holders of PTC Common Stock, after making appropriate deductions the Exchange Agent will hold such proceeds in trust for the holders of PTC Common Stock (the "Excess Shares Trust"). IUB shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of Exchange Agent, incurred in connection with such sale and distribution, including brokers fees and commissionsof the Excess Shares. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for determine the fractional shares portion of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion Excess Shares Trust to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.4

No Fractional Shares. (a) Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Spinco Common Stock shall be issued in connection with the Liquidation Distribution, and any such fractional share interests to which a Record Holder Utah shareholder or Utah Newco shareholder, as applicable, would otherwise be entitled shall not entitle such Record Holder holder to vote or to any other rights as a stockholder of AbbVieSpinco. In lieu of any such fractional shares, each Record Holder Utah shareholder or Utah Newco shareholder, as applicable, who, but for the provisions of this Section 3.033.6, would be entitled to receive a fractional share interest of AbbVie Spinco Common Stock pursuant to the Liquidation Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott Pluto shall instruct the Exchange Agent to determine the number of whole shares and fractional shares of AbbVie Spinco Common Stock allocable to each Record HolderUtah shareholder or Utah Newco shareholder, as applicable, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder Utah shareholder or Utah Newco shareholder, as applicable, who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder Utah shareholder or Utah Newco shareholder, as applicable, his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Exchange Agent. None of Xxxxxx, AbbVie the Parties or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Spinco Common SharesStock. Neither Abbott nor AbbVie None of the Parties shall pay any interest on the proceeds from the sale of fractional shares. The Exchange Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Exchange Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieany of the Parties.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one full share of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates representing Company Common Stock, and any such fractional share interests Company Series C Preferred Stock, Company Stock Options or Company Restricted Stock Units pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Section 3.1(b), (c), (g) or to any other rights as a stockholder of AbbVie(h). In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock upon surrender of Certificates for exchange pursuant to the DistributionSection 3.1(b), (c), (g) or (h) shall be paid cash, upon such surrender cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Parent Common Stock issued pursuant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock, Company Series C Preferred Stock, Company Stock Options or Company Restricted Stock Units (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former Company Holders, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the NYSE. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former Company Holders, the Exchange Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former Company Holders in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Merger Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall be entitled to receive, from the Exchange Agent in connection accordance with the Distributionprovisions of this Section 2.02(e), a cash payment in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) (as so reduced, the “proceeds”) in one or more transactions of Parent Common Stock equal to the excess of (i) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.02(a) over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of Certificates pursuant to Section 2.02(b) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and any inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Certificates representing Parent Common Stock, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (“NYSE”) in the manner provided in this Section 2.02(e). The sale of the Excess Shares by the Exchange Agent, for the benefit of the holders that would otherwise receive fractional shares, shall be executed on the NYSE at then-prevailing market prices and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, or the Exchange Fund is terminated, the Exchange Agent shall hold such proceeds in trust for the benefit of the holders of shares of Company Common Stock (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all holders of shares of Company Common Stock would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieentitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Newco Class A Common Stock Shares shall be issued or delivered in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieFBR Asset Merger. In lieu of any such fractional shares, each Record Holder who, but holder of FBR Asset Shares who would otherwise have been entitled to a fraction of an Newco Class A Common Share upon the effectiveness of the FBR Asset Merger and the surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 1.8 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesNewco Class A Common Shares of which, but for this Section 1.8(e), would be issuable in the FBR Asset Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full Newco Class A Common Shares delivered to the Exchange Agent by Newco over (ii) the aggregate number of full Newco Class A Common Shares to be distributed to holders or former holders of FBR Asset Shares and FBR Group Class A Common Shares hereunder (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of FBR Asset Shares, shall sell the Excess Shares at the prevailing prices on the New York Stock Exchange (the "NYSE"). The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE through one or more member firms of the broker-dealers through which to sell the aggregated fractional shares NYSE and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares paid by the Surviving Corporation. Until the proceeds of such sale have been distributed to the holders and former holders of FBR Asset Shares, the Exchange Agent will hold such proceeds in trust for such holders and former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of FBR Asset Shares in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such holders and former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Class A Liberty Media Group Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieMerger. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Media Group Stock upon surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.4 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Class A Liberty Media Group Stock which, but for this Section 2.4(f), would be issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Class A Liberty Media Group Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Class A Liberty Media Group Stock to be distributed to former holders of Company Common Stock (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the NYSE as soon as practicable after the Closing. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE through one or more member firms of the broker-dealers through which to sell the aggregated fractional shares NYSE and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbVie.the Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Class A Liberty Media -------------------- Group Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieMerger. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Media Group Stock upon surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.4 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Class A Liberty Media Group Stock which, but for this Section 2.4(f), would be issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Class A Liberty Media Group Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Class A Liberty Media Group Stock to be distributed to former holders of Company Common Stock (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the NYSE as soon as practicable after the Closing. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE through one or more member firms of the broker-dealers through which to sell the aggregated fractional shares NYSE and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise distributable to the holders of Company Common Stock. Until the proceeds of such sale have been distributed to the former holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Organon Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of AbbVieOrganon. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Organon Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott Merck shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Organon Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. United States federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of XxxxxxMerck, AbbVie Organon or the Agent shall guarantee any minimum sale price for the such fractional shares of Abbott Common Sharesshares. Neither Abbott Merck nor AbbVie Organon shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott Merck or AbbVieOrganon.

No Fractional Shares. Notwithstanding anything herein No certificates, American depositary receipts or scrip representing fractional Parent ADSs shall be distributed upon the conversion of Company Common Stock pursuant to the contrarySection 2.01, no fractional shares dividends or other distributions of AbbVie Common Stock Parent shall be issued in connection with the Distribution, and any relate to such fractional share Parent ADS interests to which a Record Holder would otherwise be entitled shall and such fractional Parent ADS interests will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder shareholder of AbbVieParent. All fractional entitlements to a Parent ADS to which a single record holder of Company Common Stock would be otherwise entitled to receive shall be aggregated by the Exchange Agent and rounded to three decimal points. In lieu of any such fractional sharesParent ADS entitlements, the Parent Entities shall pay to each Record Holder whoholder of a Certificate (upon surrender thereof as provided in this Article II) or Book-Entry Share an amount in cash in U.S. dollars, but for without interest, rounded to the nearest cent, as determined below. As promptly as practicable after the Effective Time, the Exchange Agent shall determine the excess of (i) the aggregate number of Parent ADSs (rounded up to the nearest whole number) to be issued as Merger Consideration over (ii) the aggregate whole number of Parent ADSs to be distributed to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II and after giving effect to this Section 3.032.02(i) (such excess being herein referred to as the “Excess Shares”). As promptly as practicable after the Effective Time, would be entitled to receive a fractional share interest the Exchange Agent, as agent for the applicable holders of AbbVie Common Stock pursuant to the DistributionCertificates or Book-Entry Shares, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder histhe New York Stock Exchange (the “NYSE”), her or its ratable share all in the manner provided herein. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such salesale or sales have been distributed to such holders of Certificates or Book-Entry Shares, after making appropriate deductions the Exchange Agent shall hold such proceeds in escrow for the benefit of the amounts required for U.S. federal income tax withholding purposes such holders. The net proceeds of any such sale or sales of Excess Shares to be distributed to such holders of Certificates or Book-Entry Shares shall be reduced by any and after deducting any applicable all commissions, transfer Taxes and other out-of-pocket transaction costs, as well as any expenses, of the costs and expenses Exchange Agent incurred in connection with such sale or sales. The Exchange Agent shall determine the portion of such sale and distributionnet proceeds (subject to customary rounding) to which each applicable holder of Certificates or Book-Entry Shares shall be entitled, including brokers fees and commissions. The sales if any, by multiplying the amount of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the net proceeds from the sale of Excess Shares on the NYSE as contemplated above by a fraction, the numerator of which is the amount of the fractional sharesParent ADS interest to which such holder of Certificates or Book-Entry Shares is entitled (after taking into account all Certificates and Book-Entry Shares exchanged by such holder) and the denominator of which is the aggregate amount of fractional Parent ADS interests to which all applicable holders of Certificates or Book-Entry Shares are entitled. As soon as practicable after the determination of the amount of cash to be paid to such holders of Certificates or Book-Entry Shares with respect to any fractional Parent ADS interests, the Exchange Agent shall promptly pay such amounts, subject to customary rounding, to such holders subject to and in accordance with this Section 2.02(i). The Agent shall have parties hereto acknowledge that payment of the sole discretion to select cash consideration in lieu of issuing fractional Parent ADS entitlements is not separately bargained-for consideration but merely represents a mechanical rounding off as the broker-dealers through which to sell Deposit Agreement does not permit the aggregated issuance of fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieParent ADSs.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one (1) share of AbbVie Palatin Common Stock shall be issued in connection with upon the Distribution, and any such fractional share interests surrender for exchange of Certificates representing MBI Common Stock pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieSection 3.1(b). In lieu of any such fractional sharesshare, each Record Holder who, but for the provisions holder of this Section 3.03, MBI Common Stock who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Palatin Common Stock upon surrender of a Certificate for exchange pursuant to the Distribution, Section 3.1 (b) shall be paid cash, upon such surrender cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Palatin Common Stock issued pursuant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Palatin Common Stock delivered to the Exchange Agent by Palatin over (ii) the aggregate number of full shares of Palatin Common Stock to be distributed to holders of MBI Common Stock (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former holders of MBI Common Stock, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each the Nasdaq National Market (the "NMS") or such Record Holder hisother exchange or automated quotation system, her or its ratable share as the case may be. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NMS through one or more member firms of the NMS or such other exchange or automated quotation system and shall be executed in round lots to the extent practicable. The Exchange Agent shall deduct from the proceeds of the sale of the Excess Shares all commissions, transfer taxes and other out-of-pocket transaction costs, including, but not limited to, the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former stockholders of MBI, the Exchange Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amount of cash to be paid to former stockholders of MBI in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses to such former stockholders. Any amounts remaining unclaimed by holders of such sale and distribution, including brokers fees and commissions. The sales shares of fractional shares shall occur as soon MBI Common Stock three (3) years after the Effective Time Date (or such earlier date immediately prior to such time as practicable such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Palatin free and as determined by the Agent. None clear of Xxxxxx, AbbVie any claims or the Agent shall guarantee interest of any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieperson previously entitled thereto.

No Fractional Shares. Notwithstanding anything herein to the contraryany other provision of this Agreement, no neither certificates nor scrip for fractional shares of AbbVie Parent Common Stock shall be issued in connection the Merger or pursuant to Section 2.05(b) or Section 2.05(c). Each holder of Company Shares or Series A Preferred Shares who otherwise would have been entitled to a fraction of a share of Parent Common Stock (after taking into account all Company Shares and/or Series A Preferred Shares owned by such holder at the Effective Time to be converted into Parent Common Stock pursuant to this Article 2) shall be entitled to receive, from the Exchange Agent in accordance with the Distributionprovisions of this Section 2.09, a cash payment in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (the “Proceeds”) in one or more transactions of Parent Common Stock equal to the excess of (i) the aggregate number of whole shares of Parent Common Stock to be delivered to the Exchange Agent pursuant to Section 2.03(a) over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of Shares pursuant to Section 2.02(a) and any Section 2.02(b) (such excess being the “Excess Shares”). The parties acknowledge that payment of the cash Proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that otherwise would be caused by the issuance of fractional shares. As soon as practicable after the Effective Time, the Exchange Agent shall sell the Excess Shares at then-prevailing prices on the NASDAQ in the manner provided in this Section 2.09. Until the Proceeds of such sale or sales have been distributed to the holders of Shares, or until the Company Shares Merger Consideration or Series A Preferred Shares Merger Consideration is returned to Parent pursuant to Section 2.03(e), the Exchange Agent shall hold such Proceeds in trust for the benefit of the holders of Shares. The Exchange Agent shall determine the portion of the Proceeds to which each holder of Shares shall be entitled, if any, by multiplying the amount of the aggregate Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Shares would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all holders of Shares would otherwise be entitled. No such holder shall be entitled shall not entitle such Record Holder to vote dividends, voting rights or to any other rights as a stockholder of AbbVie. In lieu in respect of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieshare.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Parent Common Stock shall be issued in connection with the DistributionMerger and no certificates or scrip representing fractional shares of Parent Common Stock shall be delivered upon the conversion of Company Common Stock pursuant to Section 3.1(a)(i), and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieshares of Parent Common Stock. In lieu of any such fractional shares, each Record Holder who, but for the provisions holder of this Section 3.03, shares of Company Common Stock or any Company Common Stock Equivalent who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock pursuant (after aggregating all shares represented by the Certificates and Book-Entry Shares delivered by such holder and all Company Common Stock Equivalents held by such holder) shall receive, in lieu thereof and upon surrender thereof, cash (without interest) in an amount determined by multiplying (i) the last reported sale price of Parent Common Stock on NASDAQ (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Parent and the Company) on the last complete trading day prior to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct date of the Agent to determine Effective Time by (ii) the number fraction of whole shares and fractional a share (after taking into account all shares of AbbVie Company Common Stock allocable to each Record Holder, to aggregate and all Company Common Stock Equivalents held by such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market holder at the then-prevailing prices on behalf Effective Time and rounded down to the nearest one thousandth when expressed in decimal form) of each Record Holder who Parent Common Stock to which such holder would otherwise would be entitled (the “Fractional Share Cash Amount”). No such holder shall be entitled to receive dividends, voting rights or any other rights in respect of any fractional share interests and to distribute to each such Record Holder his, her or its ratable share of Parent Common Stock that would otherwise have been issuable as part of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieMerger Consideration.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates representing fractional shares of AbbVie Common Stock Exchangeable Shares shall be issued upon the surrender for exchange of certificates pursuant to section 4.1 and no dividend, stock split or other change in connection with the Distribution, and capital structure of Exchangeco shall relate to any such fractional share security and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to exercise any other rights as a stockholder security holder of AbbVieExchangeco. In lieu Each Person otherwise entitled to a fractional interest in an Exchangeable Share or a fractional interest in a share of any such Coors Common Stock upon the exchange of a fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would interest in a Preferred Share will be entitled to receive a fractional share interest cash payment equal to such Person's pro rata portion of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct net proceeds after expenses received by the Agent to determine Depositary upon the number sale of whole shares and representing an accumulation of all fractional interests in Exchangeable Shares or shares of AbbVie Coors Common Stock allocable to each Record HolderStock, to aggregate which all such fractional shares into whole sharesPersons would otherwise be entitled. The Depositary will sell such Exchangeable Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Exchangeable Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who respective fractions, among Persons otherwise would be entitled to receive fractional share interests and to distribute to each in Exchangeable Shares. The Depositary will sell such Record Holder hisshares of Coors Common Stock on the TSX, her or its ratable share if the shares of Coors Common Stock are not listed on the total TSX, on the NYSE as soon as reasonably practicable following the Effective Date. The aggregate net proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined will be distributed by the AgentDepositary, pro rata in relation to the respective fractions, among Persons otherwise entitled to receive fractional interests in shares of Coors Common Stock. None A holder of Xxxxxx, AbbVie an Exchangeable Share shall not be entitled to any fraction of a share of Coors Common Stock upon the exercise by Callco of the Liquidation Call Right or the Agent Redemption Call Right and no certificate representing any such fractional interest shall guarantee any minimum sale price be issued and such holder otherwise entitled to a fractional interest will receive for such fractional interest from Callco or Coors, as the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest case may be, on the proceeds from designated payment date a cash payment equal to such fractional interest multiplied by the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieCoors Trading Price.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie IVAX NYCOMED Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieIVAX NYCOMED. In lieu Each holder of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any an amount in cash representing such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at net proceeds from the then-prevailing prices sale by the Exchange Agent on behalf of each Record Holder who all such holders of the aggregate of the fractions of shares of IVAX NYCOMED Common Stock that would otherwise would be entitled issued to receive such holders ("IVAX EXCESS SHARES"). The sale of the IVAX Excess Shares by the Exchange Agent shall be executed on the American Stock Exchange, Inc. (the "AMEX") through one or more member firms of the AMEX and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the former holders of shares of IVAX Common Stock, IVAX NYCOMED will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "IVAX SHARES TRUST"). IVAX NYCOMED shall pay all commissions, transfer taxes and to distribute to each such Record Holder hisother out-of-pocket transaction costs, her or its ratable share including the expenses and compensation, of the total proceeds of Exchange Agent incurred in connection with such sale, after making appropriate deductions sale of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsIVAX Excess Shares. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for determine the portion of the IVAX Shares Trust to which each former holder of shares of IVAX Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Shares Trust by a fraction the numerator of which is the amount of the fractional shares of Abbott IVAX NYCOMED Common Shares. Neither Abbott nor AbbVie shall pay any interest on Stock to which such former holder of shares of IVAX Common Stock is entitled and the proceeds from denominator of which is the sale aggregate amount of fractional sharesshare interests to which all holders of IVAX Common Stock are entitled. The As soon as practicable after the determination of the amount of cash, if any, to be paid to former holders of shares of IVAX Common Stock in lieu of any fractional shares of IVAX NYCOMED Common Stock interests, the Exchange Agent shall have the sole discretion make available such amounts to select the broker-dealers through which to sell the aggregated fractional such former holders of shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieIVAX Common Stock without interest.

No Fractional Shares. Notwithstanding anything herein (a) In no event shall any Yamana Shareholder be entitled to a fractional Gold Fields Share or a fractional Gold Fields ADS. Where the aggregate number of Gold Fields Shares or Gold Fields ADSs, as applicable, to be issued to a Yamana Shareholder as consideration under the Arrangement would result in a fraction of a Gold Fields Share or Gold Fields ADS being issuable, the number of Gold Fields Shares or Gold Fields ADSs to be received by such Yamana Shareholder shall be rounded down to the contrary, no fractional shares of AbbVie Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVienearest whole number. In lieu of any such fractional sharesGold Fields Share or fractional Gold Fields ADS, each Record Holder who, but for the provisions of this Section 3.03, would Yamana Shareholder otherwise entitled to a fractional interest in a Gold Fields Share or Gold Fields ADS will be entitled to receive a fractional share cash payment equal to an amount representing such Yamana Shareholder’s proportionate interest in the net proceeds from the sale by the Depositary on behalf of AbbVie Common Stock pursuant to all such Yamana Shareholders of the DistributionGold Fields Excess Shares. (b) As promptly as practicable following the Effective Time, the Depositary shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of the number of Gold Fields Shares and Gold Fields ADSs issued and delivered to the Depositary pursuant to Article 5 representing the Consideration Shares over the aggregate number of whole shares and fractional shares Consideration Shares to be issued to Yamana Shareholders pursuant to Section 3.1(d) (such excess, the “Gold Fields Excess Shares”). Following the Effective Time, the Depositary shall, on behalf of AbbVie Common Stock allocable to each Record Holderthe former Yamana Shareholders, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market Gold Fields Excess Shares at the then-then prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests the JSE and to distribute to each such Record Holder hisNYSE, her or its ratable share as applicable. The sale of the total proceeds of such sale, after making appropriate deductions Gold Fields Excess Shares by the Depositary shall be executed on the JSE through one or more member firms of the amounts required for U.S. federal income tax withholding purposes JSE and after deducting any applicable transfer Taxes on the NYSE through one or more members firms of the NYSE, as applicable, and shall be executed in round lots to the costs and expenses of such sale and distribution, including brokers fees and commissionsextent applicable. The sales Depositary shall use its commercially reasonable efforts to complete the sale of fractional shares shall occur the Gold Fields Excess Shares as soon after promptly following the Effective Time as practicable is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to former Yamana Shareholders, the Depositary shall hold such proceeds in trust for such former Yamana Shareholders (the “Gold Fields Share Trust”). The amount of all commissions, transfer taxes and as determined other out-of-pocket transaction costs, including expenses and compensation of the Depositary incurred in connection with such sale of Gold Fields Excess Shares shall be paid by Gold Fields. The Depositary shall determine the Agent. None portion of Xxxxxxthe Gold Fields Share Trust to which each former Yamana Shareholder is entitled, AbbVie or if any, by multiplying the Agent shall guarantee any minimum sale price for amount of the aggregate net proceeds comprising the Gold Fields Share Trust by a fraction, the numerator of which is the amount of the fractional shares share interest to which such former Yamana Shareholder is entitled (after taking into account all Yamana Shares held as of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on immediately prior to the proceeds from Effective Time by such former Yamana Shareholder) and the sale denominator of which is the aggregate amount of fractional sharesGold Fields Shares and Gold Fields ADSs to which all former Yamana Shareholders are entitled. The Agent (c) As soon as practicable after the determination of the amount of cash, if any, to be paid to former Yamana Shareholders with respect to any fractional Gold Fields Shares or Gold Fields ADSs, as applicable, the Depositary shall have make available or deliver, as applicable, such amounts to such former Yamana Shareholders in accordance instructions with the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares Letter of Transmittal and to determine when, how and at what price to sell such sharesElection Form. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.ARTICLE 4

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificate or scrip representing fractional shares of AbbVie Common Stock shall HoldCo ADSs or Merger Ordinary Shares will be issued in connection with the DistributionMerger upon the surrender for exchange of Certificates, and any such fractional share HoldCo ADS or Merger Ordinary Share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieHoldCo ADSs or Merger Ordinary Shares. In lieu of any such fractional sharesHoldCo ADS or Merger Ordinary Share, each Record Holder who, but holder of Certificates who would otherwise have been entitled to a fraction of HoldCo ADS or Merger Ordinary Share in exchange for the provisions of such Certificates pursuant to this Section 3.03, would be entitled to shall receive a fractional share interest of AbbVie Common Stock pursuant to from the Distribution, shall be paid cash, without any interest thereonExchange Agent, as hereinafter provided. Abbott shall instruct the Agent to determine the number applicable, (i) a cash payment in lieu of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole sharesHoldCo ADS determined by multiplying (A) the Sales Price (as defined below) of a HoldCo ADS on the last Trading Day (as defined below) immediately preceding the Closing Date by (B) the fractional HoldCo ADS interest to which such holder would otherwise be entitled, and/or (ii) a cash payment in lieu of such fractional Merger Ordinary Share determined by multiplying (A) the Sales Price of a HoldCo ADS Ordinary Share on the last Trading Day immediately preceding the Closing Date by (B) the fractional Merger Ordinary Share interest to sell which such holder would otherwise be entitled. The term "SALES PRICE" shall mean, on any Trading Day, with respect to HoldCo ADSs, the whole shares obtained thereby closing sales price of HoldCo ADSs reported on the New York Stock Exchange, Inc. ("NYSE") Composite Tape on such day and, with respect to Merger Ordinary Shares, the closing middle market quotation of a HoldCo Ordinary Share as reported in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share Daily Official List of the total proceeds of London Stock Exchange ("LSE") for such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsdate. The sales of fractional shares term "TRADING DAY" shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxxmean any day on which securities are traded, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest with respect to HoldCo ADSs, on the proceeds from NYSE, and with respect to HoldCo Ordinary Shares, on the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieLSE.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one full share of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Cer- tificates representing Company Common Stock, and any such fractional share interests Company Series C Preferred Stock, Company Stock Options or Company Restricted Stock Units pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Section 3.1(b), (c), (g) or to any other rights as a stockholder of AbbVie(h). In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock upon surrender of Certificates for exchange pursuant to the DistributionSection 3.1(b), (c), (g) or (h) shall be paid cash, upon such surrender cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Parent Common Stock issued pursuant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock, Company Series C Preferred Stock, Company Stock Options or Company Restricted Stock Units (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former Company Holders, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the NYSE. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former Company Holders, the Exchange Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former Company Holders in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Merger Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein In the event that, as a result of the Reverse Split, a holder of Star Common Stock would hold a fractional share of Star Common Stock (after aggregating all fractional shares that would be held by such stockholder after giving effect to the contraryReverse Split), no such stockholder’s fractional share shall be sold, and the proceeds therefrom remitted to such stockholder, as follows: As promptly as practicable following the Charter Amendment Effective Time, Star’s existing transfer agent or another transfer agent designated by Star (the “Transfer Agent”) shall determine the aggregate number of shares of Star Common Stock comprising the fractional shares of AbbVie Star Common Stock to be sold pursuant to this Section 1.2(c) (such excess shares being herein referred to as the “Excess Shares”). As promptly as practicable following the Charter Amendment Effective Time, the Transfer Agent, as agent for such stockholders (the “Existing Star Holders”), shall sell the Excess Shares at then-prevailing prices on the NYSE, all in the manner provided herein. The sale of the Excess Shares by the Transfer Agent shall be issued executed on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to Existing Star Holders, the Transfer Agent shall hold such proceeds in trust for such Existing Star Holders. The net proceeds of any such sale or sales of Excess Shares shall be remitted to Existing Star Holders, reduced by any and all commissions, transfer taxes and other out-of-pocket transaction costs, as well as any expenses of the Transfer Agent incurred in connection with such sale or sales. The Transfer Agent shall determine the Distributionportion of such net proceeds to which each Existing Star Holder shall be entitled, and any such if any, by multiplying the amount of the aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interests interest to which a Record such Existing Star Holder would otherwise be entitled (after taking into account all shares of Star Common Stock held by such Existing Star Holder immediately prior to the effectuation of the Reverse Split and rounded to the nearest thousandth when expressed in decimal form) and the denominator of which is the aggregate number of Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be remitted to Existing Star Holders with respect to any fractional share interests, the Transfer Agent shall promptly remit such amounts to such holders subject to and in accordance with the foregoing. No dividends or other distributions with respect to Star Common Stock shall be payable on or with respect to any such fractional share interest, and such fractional share interests shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Star Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsStock. The sales remittance of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the cash proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated such fractional shares of Star Common Stock is not a separately bargained-for consideration and solely represents a mechanical rounding-off of the fractions as a result of the Reverse Split. From and after the Charter Amendment Effective Time, certificates that represented shares of Star Common Stock prior to determine whenthe Charter Amendment Effective Time shall, how and at what price until presented for exchange, represent only the number of shares of Star Common Stock into which such shares were combined pursuant to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieReverse Split.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares certificates or scrip representing less than one full share of AbbVie Surviving Corporation Common Stock or ECI Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates representing Company Common Stock, and any such fractional share interests Class A Common Stock or Class B Common Stock pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieSection 2.02. In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Surviving Corporation Common Stock or ECI Common Stock pursuant to the Distribution, Section 2.01 shall be paid cash, upon surrender of Certificates for exchange pursuant to Section 2.02 cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the Excess Shares (as defined below). As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Surviving Corporation Common Stock and ECI Common Stock delivered to the Exchange Agent by the Surviving Corporation over (ii) the aggregate number of full shares of Surviving Corporation Common Stock and ECI Common Stock to be distributed to holders of Company Common Stock, Class A Common Stock and Class B Common Stock (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for each of the former Company Holders, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the American Stock Exchange. The sale of the total Excess Shares by the Exchange Agent shall be executed on the American Stock Exchange through one or more member firms of the American Stock Exchange and shall be executed in round lots to the extent practicable. The Surviving Corporation shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former Company Holders, the Exchange Agent will hold such proceeds in trust for each of such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former Company Holders in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Merger Agreement such amount to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one whole share of AbbVie Parent Common Stock shall be issued in connection with the Distribution, and any such fractional share interests pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbViethis Merger Agreement. In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock pursuant to the Distribution, shall be paid cashcash (without interest) in an amount equal to such Company Holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, without any interest thereonon behalf of all such Company Holders, of the aggregate fractional shares of Parent Common Stock issued pursuant to this Section 3.5. As soon as hereinafter provided. Abbott practicable following the Effective Date, the Exchange Agent shall instruct the Agent to determine the excess of (i) the number of shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of whole shares and fractional shares of AbbVie Parent Common Stock allocable to each Record Holderbe distributed to the Company Holders (such excess being herein called the "Excess Shares"), to aggregate all such fractional shares into whole sharesand the Exchange Agent, to as agent for the Company Holders, shall sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the New York Stock Exchange (the "NYSE"). The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use its best efforts to complete the sale of the Excess Shares as promptly following the Effective Date as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such salesale have been distributed to the Company Holders, the Exchange Agent shall hold such proceeds in trust for the Company Holders. As soon as practicable after making appropriate deductions the determination of the amount of cash to be paid to the Company Holders in lieu of any fractional share interests, the Exchange Agent shall make available in accordance with this Merger Agreement such amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of to such sale and distribution, including brokers fees and commissionsCompany Holders. The sales fractional Parent Common Stock interests of fractional shares shall occur as soon after each Company Holder will be aggregated, and no Company Holder will receive cash in an amount equal to or greater than the Effective Time as practicable and as determined by the Agent. None value of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares one whole share of Abbott Parent Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieStock.

No Fractional Shares. Notwithstanding anything herein any adjustment provided for in section 2 of this Schedule, the Company will not be required upon the exercise of any Warrants to issue fractional Common Shares in satisfaction of its obligations hereunder and the Warrant Holder understands and agrees that, in satisfaction of its right to otherwise have received a fraction of a Common Share, the Company will pay to the contrary, no fractional shares Warrant Holder by cheque the amount obtained when the fraction of AbbVie a Common Stock shall be issued in connection with the Distribution, and any such fractional share interests Share to which a Record the Warrant Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled is multiplied by the Current Market Price on the effective date or record date, as the case may be, of such adjustment, if such amount is greater than $5. SCHEDULE "D" TO THE SUBSCRIPTION AGREEMENT Certificate No. K-B1 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 30, 2005. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 30, 2005. Void after June 29, 2007. NON-TRANSFERABLE COMMON SHARE PURCHASE WARRANTS "B" ---------------------------------- ENTREE GOLD INC. (the "Company") This certificate (the "Warrant Certificate") is to receive certify that, for value received, KENNECOTT CANADA EXPLORATION INC. (the "Warrant Holder") is the holder of 5,665,730 common share purchase warrants "B" (the "Warrants") of the Company. For each TWO (2) Warrants, the Warrant Holder has the right to purchase from the Company, upon and subject to the terms and conditions hereinafter referred to, one (1) common share without par value (individually, a fractional share interest "Share" and collectively, the "Shares") in the capital of AbbVie Common Stock the Company. The Shares may be purchased hereunder at a price of $3.00 (Canadian) per Share unless otherwise adjusted pursuant to the Distributionterms hereof (the "Exercise Price"), shall at any time up to 5:00 p.m. local time in Vancouver, British Columbia on June 29, 2007. The right to purchase the Shares may be paid cashexercised in whole or in part, without any interest thereonby the Warrant Holder only, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of Exercise Price within the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.times set forth above by:

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip or shares representing fractional shares of AbbVie Common Stock Parent Ordinary Shares shall be issued in connection with upon the Distribution, surrender for exchange of Company Certificates or Book-Entry Units or the cancellation of any Company Equity Awards and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any rights of a shareholder of Parent. Notwithstanding any other rights as a stockholder provision of AbbVie. In lieu of any such fractional sharesthis Agreement, each Record Holder who, but for holder of Company Common Units and other Persons entitled to receive part of the provisions of this Section 3.03, Aggregate Merger Consideration hereunder who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Ordinary Shares (after taking into account and aggregating all Company Certificates and Book-Entry Units, if any, delivered by such holder and Company Common Stock pursuant Units underlying Company Equity Awards) shall receive, in lieu thereof, cash (without interest) in an amount equal to the Distributionproduct of (i) the aggregate net cash proceeds as determined below and (ii) a fraction, shall be paid cashthe numerator of which is such fractional part of a share of Parent Ordinary Shares, without any interest thereon, as hereinafter provided. Abbott shall instruct and the Agent to determine denominator is the number of whole shares Parent Ordinary Shares constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Units and fractional shares other Persons entitled to receive part of AbbVie Common Stock allocable to each Record Holderthe Aggregate Merger Consideration hereunder. As promptly as possible following the Effective Time, to aggregate all such fractional shares into whole shares, to the Exchange Agent shall sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf the NYSE such number of each Record Holder who otherwise would be Parent Ordinary Shares constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Units and other Persons entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share part of the total Aggregate Merger Consideration hereunder, with the cash proceeds (net of such saleall commissions, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes transfer taxes and after deducting any applicable transfer Taxes and the other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sale and distribution, including brokers fees and commissions. The sales) of such sales to be used by the Exchange Agent to fund the foregoing payments in lieu of fractional shares shall occur as soon after (and if the Effective Time as practicable and as determined proceeds of such share sales by the Agent. None of XxxxxxExchange Agent are insufficient for such purpose, AbbVie then Parent shall promptly deliver to the Exchange Agent additional funds or Parent Ordinary Shares in an amount equal to the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale deficiency required to make all such payments in lieu of fractional shares). The Agent shall have payment of cash in lieu of fractional Parent Ordinary Shares is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the sole discretion to select fractions in the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieexchange.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Stock New Parent ADSs shall be issued in connection with upon the Distributionsurrender of Chardonnay Stock Certificates for exchange, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieNew Parent ADSs. In lieu of any such fractional sharesNew Parent ADSs, each Record Holder who, but for holder of a fractional New Parent ADS shall be paid an amount in cash (without interest and subject to the amount of any withholding taxes as contemplated in Section 1.8(f)) equal to such holder’s proportionate interest in the sum of (i) the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.031.6(e), would be entitled on behalf of all such holders, of the Excess Securities and (ii) the aggregate dividends or other distributions that are payable with respect to receive a fractional share interest of AbbVie Common Stock such Excess Securities pursuant to Section 1.8(d) (such dividends and distributions being herein called the Distribution“Fractional Dividends”). As soon as reasonably practicable following the Effective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (x) the number of whole shares and fractional shares of AbbVie New Parent ADSs into which the Chardonnay Common Stock allocable was converted pursuant to each Record HolderSection 1.6(a) over (y) the aggregate number of whole New Parent ADSs to which the former holders of Chardonnay Common Stock are entitled pursuant to Section 1.6(a) (such excess being herein called the “Excess Securities”) and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Chardonnay Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the NYSE MKT LLC (“NYSE MKT”). The sale of the total Excess Securities by the Exchange Agent shall be executed on the NYSE MKT through one or more member firms of the NYSE MKT and shall be executed in round lots to the extent practicable. The Exchange Agent shall deduct from the proceeds of sale of the Excess Securities all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such salesale of Excess Securities and the Fractional Dividends have been distributed to the former stockholders of Chardonnay, the Exchange Agent will hold such proceeds and dividends for the benefit of such former stockholders. As soon as reasonably practicable after making appropriate deductions the determination of the amounts required amount of cash to be paid to former stockholders of Chardonnay for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock or Exchangeable Shares shall be issued upon the surrender for exchange of Share Certificates, no dividends or other distributions of Parent or ExchangeCo shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent or ExchangeCo. As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of whole shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 4.1 hereof over (y) the aggregate number of whole shares of Parent Common Stock to be distributed to holders of ACI Common Shares pursuant to Section 4.3 hereof (such excess being herein called the “Excess Parent Shares”). Following the Effective Time, the Exchange Agent, as agent for the holders of ACI Common Shares, shall sell the Excess Parent Shares at then prevailing prices on the NYSE, all in the manner provided in this Section 4.6 hereof. The sale of the Excess Parent Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Parent Shares as promptly following the Effective Time as, in the Exchange Agent’s reasonable judgment, is practicable and consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the former holders of ACI Common Shares, the Exchange Agent will hold such proceeds in trust for the holders of ACI Common Shares (the “Excess Parent Shares Trust”). Parent shall pay all commissions, transfer taxes and other out of pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the DistributionExcess Parent Shares. The Exchange Agent shall determine the portion of the Excess Parent Shares Trust to which each holder of ACI Common Shares shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess Parent Shares Trust by a fraction the numerator of which is the amount of the fractional share interest to which such holder of ACI Common Shares is entitled (after taking into account all ACI Common Stock held at the Effective Time by such holder which were exchanged for shares of Parent Common Stock) and any such the denominator of which is the aggregate amount of fractional share interests to which a Record Holder would otherwise be entitled shall not entitle all holders of ACI Common Shares who exchanged such Record Holder to vote or to any other rights as a stockholder shares for shares of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Parent Common Stock pursuant to are entitled. As promptly as practicable following the DistributionEffective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (x) the number of whole shares Exchangeable Shares delivered to the Exchange Agent by ExchangeCo pursuant to Section 4.1 hereof over (y) the aggregate number of whole Exchangeable Shares to be distributed to holders of ACI Common Shares pursuant to Section 4.3 hereof (such excess being herein called the “Excess Exchangeable Shares”). Following the Effective Time, the Exchange Agent, as agent for the holders of ACI Common Shares, shall sell the Excess Exchangeable Shares all in the manner provided in this Section 4.6. The sale of the Excess Exchangeable Shares by the Exchange Agent shall be executed by private sale (or by way of sale through the facilities of the TSX). The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Exchangeable Shares as promptly following the Effective Time as, in the Exchange Agent’s reasonable judgment, is practicable and consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the former holders of ACI Common Shares, the Exchange Agent will hold such proceeds in trust for the holders of ACI Common Shares (the “Excess Exchangeable Shares Trust”). ExchangeCo shall pay all commissions, transfer taxes and other out of pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Exchangeable Shares. The Exchange Agent shall determine the portion of the Excess Exchangeable Shares Trust to which each holder of ACI Common Shares shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess Exchangeable Shares Trust by a fraction the numerator of which is the amount of the fractional shares share interest to which such holder of AbbVie ACI Common Shares is entitled (after taking into account all ACI Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market held at the then-prevailing prices on behalf Effective Time by such holder which were exchanged for Exchangeable Shares) and the denominator of each Record Holder which is the aggregate amount of fractional share interests to which all holders of ACI Common Shares who otherwise would exchanged such shares for Exchangeable Shares are entitled. Notwithstanding the foregoing, ExchangeCo or Parent, respectively, shall be entitled to receive fractional share interests and deposit cash with the Exchange Agent to distribute enable the Exchange Agent to each such Record Holder hismake cash payments provided for in this Section 4.6, her in which case the Exchangeable Shares or its ratable share of Parent Common Stock, as the total proceeds of such salecase may be, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined that would otherwise be sold by the Agent. None of Xxxxxx, AbbVie Exchange Agent will be surrendered to ExchangeCo or the Agent shall guarantee any minimum sale price for the fractional Parent or no such shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall will be Affiliates of Abbott or AbbVieissued.

No Fractional Shares. Notwithstanding anything herein to the contraryany other provision of this Agreement, no certificates or scrip representing fractional shares of AbbVie Sterling Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and no dividend or other distribution, stock split or interest shall relate to any such fractional share security, and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or the owner thereof to any voting or other rights as of a stockholder security holder of AbbVieSterling. In lieu of any such fractional sharessecurity, each Record Holder who, but holder of shares of Humble Common Stock who would otherwise have been entitled to a fraction of a share of Sterling Common Stock upon surrender of the Certificate(s) for exchange pursuant to this Article IV will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the amount of the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.034.05, would be entitled to receive a on behalf of all such holders, of the aggregate fractional share interest shares of AbbVie Sterling Common Stock issued pursuant to Article III. As soon as practicable following the DistributionEffective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (A) the number of whole shares and fractional of Sterling Common Stock delivered to the Exchange Agent by Sterling pursuant to Section 4.01 over (B) the aggregate number of whole shares of AbbVie Sterling Common Stock allocable to each Record Holderbe distributed to holders of Humble Common Stock pursuant to Article III (such excess being herein called the "Excess Securities") and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Humble Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the Nasdaq National Market. The sale of the total Excess Securities by the Exchange Agent shall be executed on the Nasdaq National Market through one or more member firms of the NASD and shall be executed in round lots to the extent practicable. Sterling shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such salesale of Excess Securities have been distributed to the former stockholders of Humble, the Exchange Agent will hold such proceeds and dividends in trust for such former stockholders. As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former stockholders of Humble in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares share of AbbVie Common Stock of the Issuer shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder upon conversions of AbbVie. In lieu Securities of any such fractional sharesseries. If more than one Security shall be surrendered for conversion at one time by the same Holder, each Record Holder whothe number of full shares which shall be issuable upon conversion shall be computed by the Issuer on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, but except for the provisions of this Section 3.0313.3, any Holder of a Security or Securities would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant of the Issuer upon the conversion of such Security or Securities, or specified portions thereof, the Issuer shall pay to such Holder an amount in cash equal to the Distributioncurrent market value of such fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the last reported sale price regular way on such exchange on the last trading day prior to the date of conversion upon which such a sale shall be paid cashhave been effected, without any interest thereonor (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of conversion, as hereinafter provided. Abbott shall instruct reported by the Agent to determine National Association of Securities Dealers Automated Quotation System, or if not so available, the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open fair market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and price as determined by the AgentBoard of Directors. None For purposes of Xxxxxxthis Section, AbbVie or "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest Stock is not traded on the proceeds from New York Stock Exchange, or if the sale of fractional sharesCommon Stock is not traded on the New York Stock Exchange, on the principal exchange or market on which the Common Stock is traded or quoted. The Agent Trustee shall not have any responsibility with respect to the sole discretion to select computation of the broker-dealers through which to sell Conversion Price, and may conclusively rely upon the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieIssuer's determination thereof.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificate or scrip representing fractional shares of AbbVie Common Stock shall Parent ADSs or Merger Ordinary Shares will be issued in connection with the DistributionMerger upon the surrender for exchange of Certificates, and any such fractional share Parent ADS or Merger Ordinary Share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder holder of AbbVieParent ADSs or Merger Ordinary Shares. In lieu of any such fractional sharesParent ADS or Merger Ordinary Share, each Record Holder who, but holder of Certificates who would otherwise have been entitled to a fraction of a Parent ADS or Merger Ordinary Share in exchange for the provisions of such Certificates pursuant to this Section 3.03, would be entitled to shall receive a fractional share interest of AbbVie Common Stock pursuant to from the Distribution, shall be paid cash, without any interest thereonExchange Agent, as hereinafter provided. Abbott shall instruct the Agent to determine the number applicable, (i) a cash payment in lieu of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole sharesParent ADS determined by multiplying (A) the Sales Price (as defined below) of a Parent ADS on the last Trading Day (as defined below) immediately preceding the Closing Date by (B) the fractional Parent ADS interest to which such holder would otherwise be entitled, and/or (ii) a cash payment in lieu of such fractional Merger Ordinary Share determined by multiplying (A) the Sales Price of a Parent Ordinary Share on the last Trading Day immediately preceding the Closing Date by (B) the fractional Merger Ordinary Share interest to sell which such holder would otherwise be entitled. The term "Sales Price" shall mean, on any Trading Day, with respect to Parent ADSs, the whole shares obtained thereby closing sales price of Parent ADSs reported on the New York Stock Exchange, Inc. ("NYSE") Composite Tape on such day and, with respect to Merger Ordinary Shares, the closing middle market quotation of a Parent Ordinary Share as reported in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share Daily Official List of the total proceeds of London Stock Exchange ("LSE") for such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsdate. The sales of fractional shares term "Trading Day" shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxxmean any day on which securities are traded, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest with respect to Parent ADSs, on the proceeds from NYSE, and with respect to Parent Ordinary Shares, on the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieLSE.

No Fractional Shares. Notwithstanding anything herein A holder of LP Exchangeable Units shall not be entitled to the contrary, no fractional shares any fraction of AbbVie a share of Class B Common Stock shall be issued in connection with or Class A Common Stock upon the Distributionliquidation, exchange or redemption of such holder’s LP Exchangeable Units pursuant to Article 4, 5 or 6 or upon a conversion of such holder’s LP Exchangeable Units pursuant to Article 11, and no certificates representing any such fractional share interests interest shall be issued, and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Partnership on the designated payment date a cash payment equal to such fractional interest multiplied by the Current Market Price. SCHEDULE I TO APPENDIX I EXCHANGE REQUEST To Emergency Medical Services L.P. (“THE PARTNERSHIP”): This notice is given pursuant to Article 5 or 6 of the provisions (the “EXCHANGEABLE UNIT PROVISIONS”) attaching to the LP Exchangeable Units of the Partnership represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Unit Provisions have the meanings ascribed to such words and expressions in such Exchangeable Unit Provisions. The undersigned hereby notifies the Partnership that the undersigned desires to have the Partnership exchange or redeem in accordance with Article 5 or 6 of the Exchangeable Unit Provisions: all LP Exchangeable Units owned by the undersigned; or LP Exchangeable Units owned by the undersigned. The undersigned hereby notifies the Partnership that the Exchange Date shall be NOTE: The Exchange Date must be a Business Day and must not be less than two Business Days nor more than 10 Business Days after the date upon which a Record Holder would otherwise this notice is received by the Partnership. If no such Business Day is specified above, the Exchange Date shall be entitled shall not entitle such Record Holder deemed to vote or be the 10th Business Day after the date on which this notice is received by the Partnership. This Exchange Request may be revoked and withdrawn by the undersigned only by notice in writing given to the Partnership at any other rights time before the close of business on the Business Day immediately preceding the Exchange Date. The undersigned acknowledges that if, as a stockholder result of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the solvency provisions of this Section 3.03applicable law, would the Partnership is unable to redeem all Exchanged Units, the undersigned will be entitled deemed to receive a fractional share interest of AbbVie Common Stock pursuant have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require the Company to purchase the unredeemed Exchanged Units. The undersigned hereby represents and warrants to the DistributionPartnership that the undersigned has good and valid title to the LP Exchangeable Units to be acquired by the Partnership, shall be paid cashfree and clear of all liens, without claims and encumbrances. (Date) (Signature of Unitholder) · Please check box if the securities and any interest thereon, as hereinafter provided. Abbott shall instruct check(s) resulting from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share exchange of the total proceeds of such saleExchanged Units are to be held for pick-up by the Unitholder from the Transfer Agent, after making appropriate deductions failing which the securities and any check(s) will be mailed to the last address of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur Unitholder as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest it appears on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieregister.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Common Stock SharkNinja Ordinary Shares shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder Spin Off Recipient would otherwise be entitled shall not entitle such Record Holder Spin Off Recipient to vote or to any other rights as a stockholder shareholder of AbbVieSharkNinja TopCo. In lieu of any such fractional shares, each Record Holder Spin Off Recipient who, but for the provisions of this section, Section 3.034.1 and Section 4.2, would be entitled to receive a fractional share interest of AbbVie Common Stock SharkNinja Ordinary Shares pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct JS Global will direct the Distribution Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock SharkNinja Ordinary Shares allocable to each Record HolderSpin Off Recipient, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder Spin Off Recipient who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder Spin Off Recipient his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable withholding and transfer Taxes and the Taxes. The costs and expenses of such sale and distribution, including brokers fees and commissionscommissions will be paid by a member of the SharkNinja Group. The sales of fractional shares shall occur as soon after the Effective Time Disposition Date as practicable and as determined by the Distribution Agent. None of XxxxxxJS Global, AbbVie SharkNinja TopCo or the Distribution Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common SharkNinja Ordinary Shares. Neither Abbott JS Global nor AbbVie SharkNinja shall pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott JS Global or AbbVieSharkNinja TopCo.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Class A Liberty Group Stock or Surviving Corporation Class A Stock shall be issued or delivered in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Merger or to any other rights as a stockholder result of AbbViethe Reclassification. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Group Stock or a fraction of a share of Surviving Corporation Class A Stock upon the effectiveness of the Reclassification and the Merger and the surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.5 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Class A Liberty Group Stock and Surviving Corporation Class A Stock which, but for this Section 2.5(f), would be issuable in, or be outstanding as a result of, the Reclassification and the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Class A Liberty Group Stock and Surviving Corporation Class A Stock, respectively, delivered to the Exchange Agent by Parent and the Company over (ii) the aggregate number of full shares of Class A Liberty Group Stock and Surviving Corporation Class A Stock, respectively, to be distributed to holders or former holders of Company Stock hereunder (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Stock, shall sell the Excess Shares at the prevailing prices on the NYSE or Nasdaq National Market, as applicable. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE (or Nasdaq National Market, as applicable) through one or more member firms of the broker-dealers through which to sell NYSE (or of the aggregated fractional shares National Association of Securities Dealers, Inc., as applicable) and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise distributable to the holders and former holders of Company Stock. Until the proceeds of such sale have been distributed to the holders and former holders of Company Stock, the Exchange Agent will hold such proceeds in trust for such holders and former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such holders and former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of AbbVie Spinco Common Stock shall be issued in connection with delivered to the Distribution Agent for the benefit of holders of record of TWDC Common Stock on the Record Date ("TWDC Stockholders"). To the extent that any TWDC Stockholders would be entitled to receive a fractional share of Spinco Common Stock as a result of the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle any such Record Holder stockholder to vote or to any other rights as a stockholder of AbbVieSpinco. In lieu of any such fractional shares, each Record Holder TWDC Stockholder who, but for the provisions of this Section 3.033.04, would be entitled to receive a fractional share interest of AbbVie Spinco Common Stock pursuant to the DistributionDistribution shall, shall be paid in lieu of such entitlement, receive cash, without any interest thereon, as hereinafter provided. Abbott TWDC shall instruct the Distribution Agent to determine the number of whole shares and fractional shares of AbbVie Spinco Common Stock allocable to each Record HolderTWDC Stockholder, to aggregate all such fractional shares into whole sharesshares of Spinco Common Stock, to sell the whole shares of Company Common Stock obtained thereby therefor pursuant to the terms of the Merger Agreement in the open market at the then-prevailing prices on behalf of each Record Holder TWDC Stockholder who otherwise would be entitled to receive fractional share interests of Spinco Common Stock and to distribute to each such Record Holder TWDC Stockholder his, her or its ratable share of the total proceeds of such salethe sale of the resulting shares of Company Common Stock, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Stock Warrant Shares shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder exercise of AbbViethis Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the nearest whole number and the Company shall pay the Holder in cash the amount of the fair market value based on the Closing Sale Price (as hereinafter defined) for any such fractional shares, each Record Holder who, but for the provisions Warrant Shares. For purposes of this Section 3.03Warrant, would “Closing Sale Price” means, for any security as of any date, the last trade price for such security on the principal securities exchange or trading market for such security, as reported by Bloomberg Financial Markets, or, if such exchange or trading market begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or if neither of the foregoing shall apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be entitled to receive calculated for a fractional share interest security on a particular date on any of AbbVie Common Stock pursuant to the Distributionforegoing bases, the Closing Sale Price of such security on such date shall be paid cashthe fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, without any interest thereon, as hereinafter provided. Abbott then the Board of Directors of the Company shall instruct the Agent use its good faith judgment to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open fair market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsvalue. The sales Board of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold Directors’ determination shall be Affiliates of Abbott binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or AbbVieother similar transaction during the applicable calculation period.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Surviving Corporation Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder shareholder of AbbViethe Surviving Corporation. In lieu Each holder of a fractional share interest shall be paid an amount in cash (without interest and subject to the amount of any withholding taxes as contemplated in Section 2.02(i)) equal to such fractional shares, each Record Holder who, but for holder’s proportionate interest in the sum of (i) the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.032.02(e), would be entitled on behalf of all such holders, of the Excess Securities and (ii) the aggregate dividends or other distributions that are payable with respect to receive a fractional share interest such Excess Securities pursuant to Section 2.02(c) (such dividends and distributions being herein called the “Fractional Dividends”). As soon as reasonably practicable following the Effective Time, the Exchange Agent shall determine the excess of AbbVie (x) the number of shares of Surviving Company Common Stock into which the Company Common Stock was converted pursuant to Section 2.01(a) over (y) the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the aggregate number of whole shares and fractional shares of AbbVie Surviving Company Common Stock allocable to each Record Holderwhich the former holders of Company Common Stock are entitled pursuant to Section 2.01(a) (such excess being herein called the “Excess Securities”) and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Company Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the Nasdaq Capital Market (“Nasdaq”). The sale of the total Excess Securities by the Exchange Agent shall be executed on Nasdaq through one or more member firms of Nasdaq and shall be executed in round lots to the extent practicable. The Exchange Agent shall deduct from the proceeds of sale of the Excess Securities all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such sale, after making appropriate deductions sale of Excess Securities and the Fractional Dividends have been distributed to the former stockholders of the amounts required Company, the Exchange Agent will hold such proceeds and dividends in trust for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsformer stockholders. The sales of fractional shares shall occur As soon as soon reasonably practicable after the Effective Time as practicable and as determined by determination of the Agent. None amount of Xxxxxxcash to be paid to former stockholders of the Company for any fractional interests, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Stock shall Topco Shares will be issued in connection with the DistributionOrca Scheme to any holder of Orca Shares. Notwithstanding any other provision of this Agreement, and any such fractional share interests each holder of Orca Shares converted pursuant to which a Record Holder Section 1.4Section 1.5(a) whom would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be have been entitled to receive a fractional share fraction of a Topco Share shall receive from the Exchange Agent, in lieu thereof, cash (without interest) in an amount representing such holder’s proportionate interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the net proceeds from the sale by the Exchange Agent on behalf of all such holders of Topco Shares which would otherwise be issued (the “Excess Orca Scheme Shares”). The sale of the Excess Orca Scheme Shares by the Exchange Agent shall be executed on Nasdaq, and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to such former holders of Orca Shares, the Exchange Agent shall hold such proceeds in trust for such holders (the “Fractional Interests Trust”). Topco shall pay all commissions, transfer Taxes and other out-of-pocket transaction costs incurred in connection with such sale of the Excess Orca Scheme Shares. The Exchange Agent shall determine the portion of the Fractional Interests Trust to which each holder of Orca Shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Fractional Interests Trust by a fraction, the numerator of which is the amount of fractional sharesTopco Shares to which such former holder of Orca Shares is entitled and the denominator of which is the aggregate amount of fractional Topco Shares to which all holders of Orca Shares are entitled. The As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Orca Shares in lieu of fractional Topco Shares, the Exchange Agent shall have the sole discretion make available such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such sharesformer holders of Orca Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold Any such sale shall be Affiliates of Abbott made within ten (10) Business Days or AbbViesuch shorter period as may be required by applicable Law as soon as reasonably practicable after the Orca Effective Time.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Company Common Stock shall be issued in connection with upon the Distribution, surrender for exchange of Certificates pursuant to this Article II and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder security holder of AbbViethe Surviving Entity. In lieu of any such fractional sharessecurity, each Record Holder whoholder of shares of MIT Common Stock who would otherwise have been entitled to a fraction of a share of Company Common Stock upon surrender of Certificates for exchange pursuant to this Article II will be paid, but for in addition to any applicable Cash Consideration, an additional amount in cash (without interest) equal to such holder's proportionate interest in the gross proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.032.2(e), on behalf of all such holders of the aggregate fractional shares of Company Common Stock issued pursuant to this Article II. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of the aggregate of the number of full shares of Company Common Stock delivered to the Exchange Agent by the Surviving Entity pursuant to Section 2.2(a) over the aggregate number of full shares of Company Common Stock to be distributed to holders of MIT Common Stock pursuant to Section 2.2(b) (such excess being herein called the "Excess Securities"), and the Exchange Agent, as agent for the former holders of MIT Common Stock, shall sell the Excess Securities at the prevailing prices on the New York Stock Exchange (the "Exchange"). The sale of the Excess Securities by the Exchange Agent shall be executed on the Exchange through one or more member firms of the Exchange. The Surviving Entity shall pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the gross proceeds of such sale of Excess Securities have been distributed to the former stockholders of MIT, the Exchange Agent will hold such proceeds and dividends in trust for such former stockholders. As soon as practicable after the determination of the amount of cash to be paid to former stockholders of MIT in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former stockholders. Notwithstanding the provisions of this Section 3.1(e), the Company may elect at its option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Securities and the making of the payments hereinabove contemplated, to pay each former holder of MIT Common Stock an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such former holder (after taking into account all shares of MIT Common Stock held of record at the Effective Time by such holder) would otherwise be entitled to receive a fractional share interest of AbbVie Common Stock pursuant by (B) the Average Trading Price multiplied by the Conversion Number, and, in such case, all references herein to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total cash proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares Excess Securities and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold similar references shall be Affiliates deemed to mean and refer to the payments calculated as set forth in the preceding provisions of Abbott or AbbViethis Section 3.1(e).

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Cousins Common Stock or Cousins Limited Voting Preferred Stock shall be issued in connection with upon the Distributionsurrender for exchange of Parkway Certificates, Parkway Limited Voting Certificates, Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares representing Parkway Common Stock or Parkway Limited Voting Stock or upon the conversion of Scheduled Parkway RSU Awards pursuant to Section 2.3(c), and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieCousins. In lieu thereof, upon surrender of any such fractional sharesthe applicable Parkway Certificates, Parkway Limited Voting Certificates, Parkway Book-Entry Shares or Parkway Limited Voting Book-Entry Shares, Cousins shall pay each Record Holder who, but for holder of Parkway Common Stock an amount in cash equal to the provisions of this Section 3.03, would be entitled to receive a product obtained by multiplying (i) the fractional share interest to which such holder (after taking into account all shares of AbbVie Parkway Common Stock pursuant to held at the Distribution, shall Effective Time by such holder) would otherwise be paid cash, without any interest thereonentitled by (ii) the closing price on the New York Stock Exchange (the “NYSE”), as hereinafter provided. Abbott shall instruct reported on the Agent to determine consolidated tape at the number close of whole shares and fractional shares the NYSE regular session of AbbVie trading, for a share of Cousins Common Stock allocable to each Record Holderon the last trading day immediately preceding the Effective Time. For the avoidance of doubt, the holders of Parkway Limited Voting Stock shall have no right, under this Section 2.2(e) or otherwise, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby receive any cash in the open market at the then-prevailing prices on behalf lieu of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each of Cousins Limited Voting Preferred Stock into which such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Parkway Limited Voting Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall Stock have the sole discretion been converted pursuant to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbViethis Article II.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie New Common Stock or New Series A Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Certificates pursuant to this Article II, and, except as provided in connection with the Distributionthis Section 2.3(e), and no dividend or other distribution, stock split or interest shall relate to any such fractional share security, and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder security holder of AbbVieRM Surviving Corporation. In lieu of any such fractional sharessecurity, each Record Holder whoholder of shares of Spice Common Stock, but MXP Common Stock, MXP Series A Preferred Stock or MXP Series B Preferred Stock who would otherwise have been entitled to a fraction of a share of New Common Stock or New Series A Preferred Stock, as the case may be, upon surrender of Certificates for exchange pursuant to this Article II will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the sum of (i) the gross proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.032.3(e), would on behalf of all such holders of the aggregate fractional shares of New Common Stock or New Series A Preferred Stock, as the case may be, issued pursuant to this Article II and (ii) the aggregate dividends or other distributions that are payable to such holders with respect to such shares of New Common Stock or New Series A Preferred Stock, as the case may be, pursuant to Section 2.3(c) (such dividends and distributions being herein called the "Fractional Dividends"). As soon as practicable following the SM Effective Time, the Exchange Agent shall determine the excess of the aggregate of (x) the number of full shares of New Common Stock delivered to the Exchange Agent by RM Surviving Corporation pursuant to Section 2.3(a) over the aggregate number of full shares of New Common Stock to be entitled distributed to receive a fractional share interest holders of AbbVie Spice Common Stock, MXP Common Stock, MXP Series A Preferred Stock and MXP Series B Preferred Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine Section 2.3(b) and (y) the number of whole shares and fractional full shares of AbbVie Common Stock allocable New Series A Preferred Stock, if any, delivered to each Record Holderthe Exchange Agent by RM Surviving Corporation pursuant to Section 2.3(a) over the aggregate number of full shares of New Series A Preferred Stock, if any, to aggregate all be distributed to holders of MXP Series A Preferred Stock and MXP Series B Preferred Stock pursuant to Section 2.3(b) (such fractional shares into whole sharesexcess being herein called the "Excess Securities"), to and the Exchange Agent, as agent for the former holders of Spice Common Stock, MXP Common Stock, MXP Series A Preferred Stock and MXP Series B Preferred Stock, shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the New York Stock Exchange ("NYSE"). The sale of the total Excess Securities by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE. RM Surviving Corporation shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the gross proceeds of such salesale of Excess Securities and the Fractional Dividends have been distributed to the former stockholders of Spice and MXP, the Exchange Agent will hold such proceeds and dividends in trust for such former stockholders. As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes amount of cash to be paid to former stockholders of Spice and after deducting MXP in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein A holder of LP Exchangeable Units shall not be entitled to the contrary, no fractional shares any fraction of AbbVie a share of Class B Common Stock shall be issued in connection with or Class A Common Stock upon the Distributionliquidation, exchange or redemption of such holder’s LP Exchangeable Units pursuant to Article 4, 5 or 6 or upon a conversion of such holder’s LP Exchangeable Units pursuant to Article 11, and no certificates representing any such fractional share interests interest shall be issued, and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Partnership on the designated payment date a cash payment equal to such fractional interest multiplied by the Current Market Price. * * * SCHEDULE I TO APPENDIX I EXCHANGE REQUEST To Emergency Medical Services L.P. (“THE PARTNERSHIP”): This notice is given pursuant to Article 5 or 6 of the provisions (the “EXCHANGEABLE UNIT PROVISIONS”) attaching to the LP Exchangeable Units of the Partnership represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Unit Provisions have the meanings ascribed to such words and expressions in such Exchangeable Unit Provisions. The undersigned hereby notifies the Partnership that the undersigned desires to have the Partnership exchange or redeem in accordance with Article 5 or 6 of the Exchangeable Unit Provisions: all LP Exchangeable Units owned by the undersigned; or LP Exchangeable Units owned by the undersigned. The undersigned hereby notifies the Partnership that the Exchange Date shall be NOTE: The Exchange Date must be a Business Day and must not be less than two Business Days nor more than 10 Business Days after the date upon which a Record Holder would otherwise this notice is received by the Partnership. If no such Business Day is specified above, the Exchange Date shall be entitled shall not entitle such Record Holder deemed to vote or be the 10th Business Day after the date on which this notice is received by the Partnership. This Exchange Request may be revoked and withdrawn by the undersigned only by notice in writing given to the Partnership at any other rights time before the close of business on the Business Day immediately preceding the Exchange Date. The undersigned acknowledges that if, as a stockholder result of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the solvency provisions of this Section 3.03applicable law, would the Partnership is unable to redeem all Exchanged Units, the undersigned will be entitled deemed to receive a fractional share interest of AbbVie Common Stock pursuant have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require the Company to purchase the unredeemed Exchanged Units. The undersigned hereby represents and warrants to the DistributionPartnership that the undersigned has good and valid title to the LP Exchangeable Units to be acquired by the Partnership, shall be paid cashfree and clear of all liens, without claims and encumbrances. (Date) (Signature of Unitholder) • Please check box if the securities and any interest thereon, as hereinafter provided. Abbott shall instruct check(s) resulting from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share exchange of the total proceeds of such saleExchanged Units are to be held for pick-up by the Unitholder from the Transfer Agent, after making appropriate deductions failing which the securities and any check(s) will be mailed to the last address of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur Unitholder as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest it appears on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieregister.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Surviving Corporation Common Stock shall be issued in connection with upon (i) the Distributionsurrender for exchange of shares of Company Common Stock for Surviving Corporation Common Stock pursuant to Section 2.1(b)(1) or (ii) the payment of shares of Surviving Corporation Common Stock, and any if any, as Contingent Merger Consideration pursuant to Section 2.1(c), no dividends or other distributions of the Surviving Corporation shall relate to such fractional share interests to which a Record Holder would otherwise be entitled shall and such fractional share interests will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbViethe Surviving Corporation. In lieu of any such fractional sharesshare interests, each Record Holder who, but for the provisions holder of this shares of Company Common Stock entitled to receive such fractional shares of Surviving Corporation Common Stock pursuant to Section 3.03, would 2.1(b)(1) or as Contingent Merger Consideration pursuant to Section 2.1(c) shall be entitled to receive a from the Surviving Corporation an amount in cash equal to (x) in the case of fractional shares that would otherwise be issued pursuant to Section 2.1(b)(1), the product obtained by multiplying (A) the fractional share interest to which such holder (after taking into account all shares of AbbVie Company Common Stock pursuant to held at the Distribution, shall Effective Time by such holder) would otherwise be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct entitled by (B) the Agent to determine per share closing price of the number of whole shares and fractional shares of AbbVie Surviving Corporation Common Stock allocable to each Record Holderon the Closing Date as listed on the New York Stock Exchange, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby and (y) in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales case of fractional shares shall occur that would otherwise be issued, if any, as soon Contingent Merger Consideration pursuant to Section 2.1(c), the product obtained by multiplying (A) the fractional share interest to which such holder (after taking into account all shares of Company Common Stock held at the Effective Time as practicable and as determined by such holder) would otherwise be entitled by (B) the Agent. None per share closing price of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Surviving Corporation Common Shares. Neither Abbott nor AbbVie shall pay any interest Stock on the proceeds from date such Contingent Merger Consideration is paid in accordance with Section 2.1(d) as listed on the sale of fractional shares. 4 New York Stock Exchange (in each case, as reported by The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine whenWall Street Journal (Northeast edition), how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieor, if not reported thereby, as reported by any other authoritative source).

No Fractional Shares. Notwithstanding anything herein to the contrary, no (i) No certificates or scrip representing fractional shares of AbbVie Lucent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Lucent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Lucent. (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of whole shares of Lucent Common Stock delivered to the Exchange Agent by Lucent pursuant to Section 2.02(a) over (B) the aggregate number of whole shares of Lucent Common Stock to be distributed to former holders of Ascend Common Stock pursuant to Section 2.02(b) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent shall, on behalf of former stockholders of Ascend, sell the Excess Shares at then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in Section 2.02(e)(iii). (iii) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Certificates formerly representing Ascend Common Stock, the Exchange Agent shall hold such proceeds in trust for such holders (the "Common Shares Trust"). Ascend shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the DistributionExcess Shares. The Exchange Agent shall determine the portion of the Common Shares Trust to which each former holder of Ascend Common Stock is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such former holder of Ascend Common Stock is entitled (after taking into account all shares of Ascend Common Stock held at the Effective Time by such holder) and any such the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all former holders of Ascend Common Stock are entitled. (iv) Notwithstanding the provisions of Section 2.02(e)(ii) and (iii), Lucent may elect at its option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments hereinabove contemplated, to pay each former holder of Ascend Common Stock an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such former holder (after taking into account all shares of Ascend Common Stock held at the Effective Time by such holder) would otherwise be entitled shall by (B) the closing price for a share of Lucent Common Stock as reported on the NYSE Composite Transaction Tape (as reported in The Wall Street Journal, or, if not entitle such Record Holder to vote or to reported thereby, any other rights as a stockholder of AbbVie. In lieu of any authoritative source) on the Closing Date, and, in such fractional sharescase, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant all references herein to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total cash proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this Section 2.02(e)(iv). (v) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Certificates formerly representing Ascend Common Stock with respect to any fractional shares. The share interests, the Exchange Agent shall have make available such amounts to such holders of Certificates formerly representing Ascend Common Stock subject to and in accordance with the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such sharesterms of Section 2.02(c). Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.(f)

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Class A Liberty -------------------- Group Stock or Surviving Corporation Class A Stock shall be issued or delivered in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Merger or to any other rights as a stockholder result of AbbViethe Reclassification. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Group Stock or a fraction of a share of Surviving Corporation Class A Stock upon the effectiveness of the Reclassification and the Merger and the surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.5 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Class A Liberty Group Stock and Surviving Corporation Class A Stock which, but for this Section 2.5(f), would be issuable in, or be outstanding as a result of, the Reclassification and the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Class A Liberty Group Stock and Surviving Corporation Class A Stock, respectively, delivered to the Exchange Agent by Parent and the Company over (ii) the aggregate number of full shares of Class A Liberty Group Stock and Surviving Corporation Class A Stock, respectively, to be distributed to holders or former holders of Company Stock hereunder (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Stock, shall sell the Excess Shares at the prevailing prices on the NYSE or Nasdaq National Market, as applicable. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE (or Nasdaq National Market, as applicable) through one or more member firms of the broker-dealers through which to sell NYSE (or of the aggregated fractional shares National Association of Securities Dealers, Inc., as applicable) and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise distributable to the holders and former holders of Company Stock. Until the proceeds of such sale have been distributed to the holders and former holders of Company Stock, the Exchange Agent will hold such proceeds in trust for such holders and former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such holders and former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Common Stock SharkNinja Ordinary Shares shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder Spin Off Recipient would otherwise be entitled shall not entitle such Record Holder Spin Off Recipient to vote or to any other rights as a stockholder shareholder of AbbVieSharkNinja TopCo. In lieu of any such fractional shares, each Record Holder Spin Off Recipient who, but for the provisions of this section, Section 3.034.1 and Section 4.2, would be entitled to receive a fractional share interest of AbbVie Common Stock SharkNinja Ordinary Shares pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct JS Global will direct the Distribution Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock SharkNinja Ordinary Shares allocable to each Record HolderSpin Off Recipient, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder Spin Off Recipient who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder Spin Off Recipient his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable withholding and transfer Taxes and the Taxes. The costs and expenses of such sale and distribution, including brokers fees and commissionscommissions will be paid by a member of the SharkNinja Group. The sales of fractional shares shall occur as soon after the Effective Time Disposition Date as practicable and as determined by the Distribution Agent. None of XxxxxxJS Global, AbbVie SharkNinja TopCo or the Distribution Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common SharkNinja Ordinary Shares. Neither Abbott JS Global nor AbbVie SharkNinja shall pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott JS Global or AbbVie.SharkNinja TopCo. Section 4.5

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one full share of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates representing Company Common Stock, and any such fractional share interests Company Stock Options or Company Restricted Stock Units pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Section 3.1(b), (g) or to any other rights as a stockholder of AbbVie(h). In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock upon surrender of Certificates for exchange pursuant to the DistributionSection 3.1(b), (g) or (h) shall be paid cash, upon such surrender cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Parent Common Stock issued pursuant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock, Company Stock Options or Company Restricted Stock Units (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former Company Holders, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the NYSE. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former Company Holders, the Exchange Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former Company Holders in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Merger Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip representing less than one full share of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for ex- change of Certificates representing Company Common Stock, and any such fractional share interests Company Stock Options or Company Restricted Stock Units pursuant to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote Section 3.1(b), (g) or to any other rights as a stockholder of AbbVie(h). In lieu of any such fractional sharesshare, each Record Company Holder who, but for the provisions of this Section 3.03, who would be oth- erwise have been entitled to receive a fractional fraction of a share interest of AbbVie Par- ent Common Stock upon surrender of Certificates for ex- change pursuant to the DistributionSection 3.1(b), (g) or (h) shall be paid cash, upon such surrender cash (without any interest) in an amount equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct in the Agent to determine net proceeds from the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional Parent Common Stock issued pursu- ant to this Section 3.4. As soon as practicable following the Effective Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Company Common Stock, Com- pany Stock Options or Company Restricted Stock Units (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former Company Holders, shall sell the Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the NYSE. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Parent shall pay all com- missions, transfer taxes and other out-of-pocket transac- tion costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such salesale have been distributed to the former Company Holders, the Ex- change Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after making appropriate deductions the determination of the amounts required for U.S. federal income tax withholding purposes and after deducting amount of cash to be paid to former Company Holders in lieu of any applicable transfer Taxes and fractional interests, the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Merger Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of AbbVie Common Stock common stock of the Surviving Corporation shall be issued in connection with the DistributionMerger, and any such fractional share interests and, to which a Record Holder the extent the Merger would otherwise be entitled shall not entitle such result in any Xxxxxx stockholder as of the Xxxxxx Record Holder to vote Date or to any other rights as a stockholder holder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for Hanover Common Stock immediately before the provisions of this Section 3.03, would be Effective Time being entitled to receive a fractional share of common stock of the Surviving Corporation, such fractional share interests will not entitle any such stockholder to vote or to any rights as a stockholder of the Surviving Corporation. All fractional interests in common stock of the Surviving Corporation that would otherwise be issuable as a result of the Merger shall be aggregated and, if a fractional interest results from such aggregation, the holder otherwise entitled thereto shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the closing sale price per share of AbbVie Hanover Common Stock pursuant on the NYSE Alternext (or, if Hanover Common Stock is not then listed on the NYSE Alternext, on Pink OTC Markets' Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as contemplated by Section 7.2(b)) on the business day preceding the Effective Time, if the stock is being traded on such date, appropriately adjusted to take into account any reverse stock split or similar transaction consummated following such date and prior to the DistributionEffective Time, shall be paid cashor, without any interest thereonif the stock is not being traded on such date, the closing sale price per share of common stock of the Surviving Corporation on the NYSE Alternext (or, if Hanover Common Stock is not then listed on the NYSE Alternext, on Pink OTC Markets' Pink Quote inter-dealer quotation service, the OTC Bulletin Board, or a comparable over-the-counter securities electronic quotation service, as hereinafter providedcontemplated by Section 7.2(b)) on the first business day that such stock is traded, by (ii) the fraction of a share of common stock of the Surviving Corporation to which such holder would otherwise have been entitled. Abbott The Surviving Corporation shall instruct timely make available to the Exchange Agent any cash necessary to determine the number make payments in lieu of whole shares and fractional shares as aforesaid. Alternatively, the Surviving Corporation shall have the option of AbbVie Common Stock allocable to each Record Holder, instructing the Exchange Agent to aggregate all fractional interests in common stock of the Surviving Corporation resulting from the Merger, sell shares representing such fractional shares into whole shares, to sell the whole shares obtained thereby aggregate interests in the open public market at and distribute to the then-prevailing prices on behalf Xxxxxx stockholders as of each the Xxxxxx Record Holder Date who otherwise would be have been entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share shares a pro rata portion of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein A holder of Exchangeable Shares shall not be entitled to any fraction of a Parent Share upon the contrary, exchange or purchase of such holder's Exchangeable Shares and no certificates representing any such fractional shares of AbbVie Common Stock interest shall be issued and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Company, Callco or Parent, as the case may be, on the designated payment date a cash payment equal to such fractional interest multiplied by the Exchangeable Share Price. XXXxxxx\000000\00000\00000000x00 XXXXXXXX I RETRACTION REQUEST [TO BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES] To: Biotricity Inc. ("Parent"), 1061806 B.C. Ltd. ("Callco") and ____________B.C. Ltd. (the "Company") This notice is given pursuant to Section 1 of the share provisions (the "Exchangeable Share Provisions") attaching to the Exchangeable Shares of the Company represented by this certificate and all capitalized words and expressions used in connection this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions. The undersigned hereby notifies the Company that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Company redeem in accordance with Section 6 of the Exchangeable Share Provisions: o all share(s) represented by this certificate; or o _____ share(s) only represented by this certificate. The undersigned acknowledges the overriding Retraction Call Right of the Parent and Callco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to the Parent or Callco in accordance with the DistributionRetraction Call Right on the Retraction Date for the Retraction Call Purchase Price and on the other terms and conditions set out in Section 6 of the Exchangeable Share Provisions. If neither the Parent nor Callco exercise the Retraction Call Right, the Company will notify the undersigned of such fact as soon as possible. This Retraction Request, and this offer to sell the Retracted Shares to the Parent or Callco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Company at any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights time before the close of business on the Business Day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a stockholder result of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the solvency provisions of this Section 3.03applicable law, would the Company is unable to redeem all Retracted Shares, and provided that neither the Parent nor Callco has exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be entitled to receive a fractional share interest of AbbVie Common Stock automatically exchanged pursuant to the DistributionVoting and Exchange Trust Agreement so as to require the Parent to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Parent, shall Callco and the Company that the undersigned: o is (select one) WSLegal\073132\00009\12677454v12 o is not a resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that in the absence of an indication that the undersigned is not a non-resident of Canada, withholding on account of Canadian tax may be paid cashmade from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Parent, Callco and the Company that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by the Parent, Callco or the Company, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) o Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent at the principal office of the Transfer Agent, failing which such certificates and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and this certificate, together with such additional documents and payments (including, without limitation, any interest thereonapplicable Stamp Taxes) as the Transfer Agent and the Company may require, as hereinafter providedmust be deposited with the Transfer Agent at its principal transfer office. Abbott shall instruct The securities and any cheque(s) resulting from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her retraction or its ratable share purchase of the total proceeds of such saleRetracted Shares will be issued and registered in, after making appropriate deductions and made payable to, respectively, the name of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes shareholder as it appears on the register of the Company and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price certificates for the fractional shares securities and any cheque(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: Name of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print):________________________________ WSLegal\073132\00009\12677454v12 Street Address or P.O. Box: Signature of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares Shareholder: City, Province and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.Postal Code: Signature Guaranteed by:

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares No certificates or scrip for a fraction of AbbVie a share of Legacy Common Stock shall will be issued in connection with the DistributionMerger, and any such fractional share interests to which a Record Holder but in lieu thereof each holder of shares of Xxxxx Common Stock who would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder fraction of AbbVie. In lieu a share of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Legacy Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number provisions of whole shares and Section 2.2 (after aggregating all fractional shares of AbbVie Legacy Common Stock allocable to each Record Holderwhich such holder is entitled) shall receive from the Surviving Corporation an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) $450. Each holder of shares of Xxxxx Common Stock receiving pursuant to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby preceding sentence cash in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales lieu of fractional shares but not receiving pursuant to Section 2.2 any whole shares of Legacy Common Stock shall occur as soon after receive a right (each a “Right” and collectively the Effective Time as practicable “Rights”) to acquire a fraction of a share of Legacy Common Stock equal to the share fraction such holder would otherwise be entitled, at a price per share equal to $450. No Rights shall be exercisable unless a Public Offering or a Public Acquisition occurs during the period ending on or before the two year anniversary of the Closing Date and as determined by if neither a Public Offering nor a Public Acquisition occurs prior to such two year anniversary, then all Rights shall terminate in full. Legacy will provide reasonable advance notice to all holders of Rights of any Public Offering or Public Acquisition and permit the Agent. None exercise of Xxxxxx, AbbVie such Rights until the last Business Day prior to the Public Offering or the Agent shall guarantee any minimum sale price for Public Acquisition; provided that Legacy’s issuance of the fractional shares subject to the Rights shall be conditional upon the consummation of Abbott Common Sharesthe Public Offering or Public Acquisition. Neither Abbott nor AbbVie For purposes of this paragraph, “Public Offering” shall pay any interest on mean the proceeds from closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of fractional sharesshares of Legacy Common Stock for the account of Legacy to the public and “Public Acquisition” shall mean the closing of a merger or consolidation of Legacy with or into any other business entity that, prior to and immediately following the consummation of the merger or consolidation, is a public reporting company subject to the Exchange Act. The Agent shall have Each of Legacy and Xxxxx hereby agree and acknowledge that each holder of a Right conveyed under this paragraph is an intended third party beneficiary of this paragraph, although not a direct party to this Agreement, with the sole discretion right to select seek to enforce the broker-dealers through which to sell terms of this paragraph directly against Legacy in the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates event of Abbott or AbbViea breach.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Class P Stock shall be issued upon the surrender for exchange of Certificates. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Second Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class P Stock (after taking into account all Certificates (or effective affidavits of loss in lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.4(h), a cash payment in lieu of such fractional shares representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) (as so reduced, the “share proceeds”) in one or more transactions of a number of shares of Parent Class P Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Class P Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.4(b) over (ii) the aggregate number of whole shares of Parent Class P Stock to be distributed to the holders of Certificates pursuant to Section 2.4(c) (such excess being, the “Excess Shares”). The parties acknowledge that payment of the cash share proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. As soon as practicable after the Second Effective Time, the Exchange Agent, as agent for the holders of the certificates representing Parent Class P Stock that would otherwise receive fractional shares, shall sell the Excess Shares at then-prevailing prices on the New York Stock Exchange (“NYSE”) in the manner provided in this Section 2.4(h) and shall be executed in round lots to the extent practicable. Until the share proceeds of such sale or sales have been distributed to the holders of such shares of Company Common Stock, or the Exchange Fund is terminated, the Exchange Agent shall hold such share proceeds in trust for the benefit of the holders of such shares of Company Common Stock (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to which each holder of such shares of Company Common Stock shall be issued in connection with entitled, if any, by multiplying the Distributionamount of the aggregate share proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of such shares of Company Common Stock would otherwise be entitled and any such the denominator of which is the aggregate amount of fractional share interests to which a Record Holder all holders of such shares of Company Common Stock would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieentitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Class A Liberty Group Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieMerger. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Class A Liberty Group Stock upon surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.4 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Class A Liberty Group Stock which, but for this Section 2.4(f), would be issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Class A Liberty Group Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Class A Liberty Group Stock to be distributed to former holders of Company Common Stock (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the NYSE. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE through one or more member firms of the broker-dealers through which to sell the aggregated fractional shares NYSE and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise distributable to the holders of Company Common Stock. Until the proceeds of such sale have been distributed to the former holders of Company Common Stock, the Exchange Agent will hold such proceeds in trust for such former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of AbbVie Spinco Common Stock shall be issued in connection with delivered to the Distribution Agent for the benefit of holders of record of TWDC Common Stock on the Record Date (“TWDC Stockholders”). To the extent that any TWDC Stockholders would be entitled to receive a fractional share of Spinco Common Stock as a result of the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle any such Record Holder stockholder to vote or to any other rights as a stockholder of AbbVieSpinco. In lieu of any such fractional shares, each Record Holder TWDC Stockholder who, but for the provisions of this Section 3.033.04, would be entitled to receive a fractional share interest of AbbVie Spinco Common Stock pursuant to the DistributionDistribution shall, shall be paid in lieu of such entitlement, receive cash, without any interest thereon, as hereinafter provided. Abbott TWDC shall instruct the Distribution Agent to determine the number of whole shares and fractional shares of AbbVie Spinco Common Stock allocable to each Record HolderTWDC Stockholder, to aggregate all such fractional shares into whole sharesshares of Spinco Common Stock, to sell the whole shares of Company Common Stock obtained thereby therefor pursuant to the terms of the Merger Agreement in the open market at the then-prevailing prices on behalf of each Record Holder TWDC Stockholder who otherwise would be entitled to receive fractional share interests of Spinco Common Stock and to distribute to each such Record Holder TWDC Stockholder his, her or its ratable share of the total proceeds of such salethe sale of the resulting shares of Company Common Stock, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Parent Common Stock or Class A Liberty Group Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVieMerger. In lieu of any such fractional shares, each Record Holder who, but holder of shares of Company Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock or Class A Liberty Group Stock upon surrender of Certificates for the provisions of exchange pursuant to this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall 2.4 will be paid cash, an amount in cash (without any interest) equal to such holder's proportionate interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the aggregate fractional sharesshares of Parent Common Stock and Class A Liberty Group Stock which, but for this Section 2.4(f), would be issuable in the Merger. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Common Stock and Class A Liberty Group Stock, respectively, delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock and Class A Liberty Group Stock, respectively, to be distributed to former holders of Company Stock (such excess being herein called the "Excess Shares"). The Exchange Agent, as agent for the former holders of Company Stock, shall sell the Excess Shares at the prevailing prices on the NYSE. The sales of the Excess Shares by the Exchange Agent shall have be executed on the sole discretion to select NYSE through one or more member firms of the broker-dealers through which to sell the aggregated fractional shares NYSE and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, if any, including the expenses and compensation, if any, of Abbott or AbbViethe Exchange Agent, incurred in connection with such sale of Excess Shares, shall be deducted from the proceeds otherwise distributable to the holders of Common Stock. Until the proceeds of such sale have been distributed to the former holders of Company Stock, the Exchange Agent will hold such proceeds in trust for such former holders (the "Fractional Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Stock in lieu of any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates representing fractional shares of AbbVie Sterling Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and no dividend or other distribution, stock split or interest shall relate to any such fractional share security, and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or the owner thereof to any voting or other rights as of a stockholder security holder of AbbVieSterling. In lieu of any such fractional sharessecurity, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Sterling Common Stock upon surrender of the Certificate(s) for such Company Common Stock for exchange will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the amount of the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.034.06, would be entitled to receive a on behalf of all such holders, of the aggregate fractional share interest shares of AbbVie Sterling Common Stock issued pursuant to Article III. As soon as practicable following the DistributionEffective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (A) the number of whole shares and fractional of Sterling Common Stock delivered to the Exchange Agent by Sterling pursuant to Section 4.01 over (B) the aggregate number of whole shares of AbbVie Sterling Common Stock allocable to each Record Holderbe distributed to holders of Company Common Stock pursuant to Article III (such excess being herein called the "Excess Securities") and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Company Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the Nasdaq Stock Market. The sale of the total Excess Securities by the Exchange Agent shall be executed on the Nasdaq Stock Market through one or more member firms of the Nasdaq Stock Market and shall be executed in round lots to the extent practicable. Sterling shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such sale, after making appropriate deductions sale of Excess Securities have been distributed to the former stockholders of the amounts required Company, the Exchange Agent will hold such proceeds and dividends in trust for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsformer stockholders. The sales of fractional shares shall occur As soon as soon practicable after the Effective Time as practicable and as determined by determination of the Agent. None amount of Xxxxxxcash to be paid to former stockholders of the Company in lieu of any fractional interests, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein any adjustment provided for in section 2 of this Schedule, the Company will not be required upon the exercise of any Warrants to issue fractional Common Shares in satisfaction of its obligations hereunder and the Warrant Holder understands and agrees that, in satisfaction of its right to otherwise have received a fraction of a Common Share, the Company will pay to the contrary, no fractional shares Warrant Holder by cheque the amount obtained when the fraction of AbbVie a Common Stock shall be issued in connection with the Distribution, and any such fractional share interests Share to which a Record the Warrant Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled is multiplied by the Current Market Price on the effective date or record date, as the case may be, of such adjustment, if such amount is greater than $5. SCHEDULE "D" TO THE SUBSCRIPTION AGREEMENT Certificate No. K-B2 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE NOVEMBER 7, 2005. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 7, 2005. Void after July 6, 2007. NON-TRANSFERABLE COMMON SHARE PURCHASE WARRANTS "B" ---------------------------------- ENTREE GOLD INC. (the "Company") This certificate (the "Warrant Certificate") is to receive certify that, for value received, KENNECOTT CANADA EXPLORATION INC. (the "Warrant Holder") is the holder of 641,191 common share purchase warrants "B" (the "Warrants") of the Company. For each TWO (2) Warrants, the Warrant Holder has the right to purchase from the Company, upon and subject to the terms and conditions hereinafter referred to, one (1) common share without par value (individually, a fractional share interest "Share" and collectively, the "Shares") in the capital of AbbVie Common Stock the Company. The Shares may be purchased hereunder at a price of $3.00 (Canadian) per Share unless otherwise adjusted pursuant to the Distributionterms hereof (the "Exercise Price"), shall at any time up to 5:00 p.m. local time in Vancouver, British Columbia on July 6, 2007. The right to purchase the Shares may be paid cashexercised in whole or in part, without any interest thereonby the Warrant Holder only, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of Exercise Price within the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.times set forth above by:

No Fractional Shares. Notwithstanding anything herein to the contrary, no No fractional shares of AbbVie Common Stock shall be issued or delivered pursuant to this Agreement. If this Award becomes vested with respect to a fractional share, such installment will instead be rounded to the next highest whole number of shares, except for the final installment, which will be for the balance of the total shares subject to the Award. If the final installment results in connection with a fractional share, the DistributionCommittee shall determine, and any such fractional share interests to which a Record Holder would otherwise in its sole discretion, whether cash, other securities or other property shall be entitled shall not entitle such Record Holder to vote paid or to any other rights as a stockholder of AbbVie. In transferred in lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all or whether such fractional shares into whole sharesor any rights thereto shall be cancelled, terminated or otherwise eliminated. IN CONSIDERATION FOR THE FOREGOING, the Company and Director hereby agree to be bound by the terms of this Agreement and cause these presents to be duly executed effective as of the Date of Grant. Agreed and Accepted: TANDY BRANDS ACCESSORIES, INC. By: Name: Title: DIRECTOR1 Address: ____________________________ 1 I have received the I.R.C. Section 83(b) election that was attached hereto as Exhibit B. As set forth in Section 11 above, I understand that I, and not the Company, will be responsible for completing the form and filing the election with the appropriate office of the federal and state tax authorities and that if such filing is not completed within thirty (30) days after the date of this Agreement, I will forfeit any tax benefits related to such election. I understand further that such filing should be made by registered or certified mail, return receipt requested, and that I must retain two (2) copies of the completed form for filing with my state and federal tax returns for the current tax year and an additional copy for my records. EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (the "Company"), ______________________ (_________) shares of the common stock of the Company standing in the name of _________________ on the books of the Company represented by Certificate No. __________ herewith and does hereby irrevocably constitute and appoint the Assistant Secretary of the Company Attorney-in-Fact to transfer the said stock on the books of the within named Company with full power of substitution and resubstitution in the premises. Dated:_________________________________ (Signature) (Signature of Spouse, if any) (Print Name) (Print Name) EXHIBIT B FORM OF 83(B) ELECTION The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to sell include in his or her gross income for the whole shares obtained thereby current taxable year, the amount of any compensation taxable to him or her in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, connection with his or her or its ratable share receipt of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.property described below:

No Fractional Shares. Notwithstanding anything herein A holder of LP Exchangeable Units shall not be entitled to the contrary, no fractional shares any fraction of AbbVie a share of Class B Common Stock shall be issued in connection with or Class A Common Stock upon the Distributionliquidation, exchange or redemption of such holder's LP Exchangeable Units pursuant to Article 4, 5 or 6 or upon a conversion of such holder's LP Exchangeable Units pursuant to Article 11, and no certificates representing any such fractional share interests interest shall be issued, and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Partnership on the designated payment date a cash payment equal to such fractional interest multiplied by the Current Market Price. * * * SCHEDULE I TO APPENDIX I EXCHANGE REQUEST To Emergency Medical Services L.P. ("THE PARTNERSHIP"): This notice is given pursuant to Article 5 or 6 of the provisions (the "EXCHANGEABLE UNIT PROVISIONS") attaching to the LP Exchangeable Units of the Partnership represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Unit Provisions have the meanings ascribed to such words and expressions in such Exchangeable Unit Provisions. The undersigned hereby notifies the Partnership that the undersigned desires to have the Partnership exchange or redeem in accordance with Article 5 or 6 of the Exchangeable Unit Provisions: all LP Exchangeable Units owned by the undersigned; or _________________ LP Exchangeable Units owned by the undersigned. The undersigned hereby notifies the Partnership that the Exchange Date shall be ___________________ NOTE: The Exchange Date must be a Business Day and must not be less than two Business Days nor more than 10 Business Days after the date upon which a Record Holder would otherwise this notice is received by the Partnership. If no such Business Day is specified above, the Exchange Date shall be entitled shall not entitle such Record Holder deemed to vote or be the 10th Business Day after the date on which this notice is received by the Partnership. This Exchange Request may be revoked and withdrawn by the undersigned only by notice in writing given to the Partnership at any other rights time before the close of business on the Business Day immediately preceding the Exchange Date. The undersigned acknowledges that if, as a stockholder result of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the solvency provisions of this Section 3.03applicable law, would the Partnership is unable to redeem all Exchanged Units, the undersigned will be entitled deemed to receive a fractional share interest of AbbVie Common Stock pursuant have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require the Company to purchase the unredeemed Exchanged Units. The undersigned hereby represents and warrants to the DistributionPartnership that the undersigned has good and valid title to the LP Exchangeable Units to be acquired by the Partnership, shall be paid cashfree and clear of all liens, without claims and encumbrances. _________________ _____________________________ (Date) (Signature of Unitholder) - Please check box if the securities and any interest thereon, as hereinafter provided. Abbott shall instruct check(s) resulting from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share exchange of the total proceeds of such saleExchanged Units are to be held for pick-up by the Unitholder from the Transfer Agent, after making appropriate deductions failing which the securities and any check(s) will be mailed to the last address of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur Unitholder as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest it appears on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieregister.

No Fractional Shares. Notwithstanding anything herein to the contraryany other provision of this Agreement, (i) no certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued in connection with the Distribution, Merger and any such fractional share interests (ii) each registered Holder of RRMS Public Units converted pursuant to which a Record Holder the Merger who would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be have been entitled to receive a fractional share interest of AbbVie Parent Common Stock pursuant (after taking into account all RRMS Public Units held by such Holder immediately prior to the Distribution, Effective Time) shall be paid cashentitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.1(e), a cash payment, without any interest thereoninterest, as hereinafter provided. Abbott shall instruct the Agent to determine the number in lieu of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole sharesrepresenting such Holder’s proportionate interest, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale by the Exchange Agent (the “Share Proceeds”) in one or more transactions of a number of shares of Parent Common Stock, such number equal to the excess of (i) the aggregate number of shares of Parent Common Stock reserved with the Exchange Agent by Parent pursuant to Section 2.2(a) minus (ii) the aggregate number of whole shares of Parent Common Stock that Holders of RRMS Public Units are entitled to receive pursuant to Section 2.1(c)(i) and Section 2.1(c)(ii) (such excess, which, for the avoidance of doubt, shall be equal to the aggregate number of fractional shares of Parent Common Stock that the registered Holders of RRMS Public Units converted pursuant to the Merger would have otherwise been entitled to receive, the “Excess Shares”). The parties acknowledge that payment of the cash Share Proceeds in lieu of issuing certificates or scrip for fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. The As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of RRMS Public Units that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then-prevailing price on the NYSE in the manner provided in this Section 2.1(e) and such sales shall be executed in round lots to the extent practicable. Until the Share Proceeds of such sale or sales have been distributed to the Holders of such RRMS Public Units, the Exchange Agent shall have hold such Share Proceeds in trust for the sole discretion benefit of the Holders of such RRMS Public Units (the “Fractional Share Proceeds”). The Exchange Agent shall determine the portion of the Fractional Share Proceeds to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell each Holder of such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold RRMS Public Units shall be Affiliates entitled, if any, by multiplying the amount of Abbott or AbbViethe aggregate Share Proceeds comprising the Fractional Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such Holder of such RRMS Public Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of such RRMS Public Units would otherwise be entitled.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Sterling Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and no dividend or other distribution, stock split or interest shall relate to any such fractional share security, and such fractional interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or the owner thereof to any voting or other rights as of a stockholder security holder of AbbVieSterling. In lieu of any such fractional sharessecurity, each Record Holder who, but holder of shares of Company Common Stock who would otherwise have been entitled to a fraction of a share of Sterling Common Stock upon surrender of the Certificate(s) for such Company Common Stock for exchange will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the amount of the net proceeds from the sale or sales by the Exchange Agent in accordance with the provisions of this Section 3.033.04, would be entitled to receive a on behalf of all such holders, of the aggregate fractional share interest shares of AbbVie Sterling Common Stock issued pursuant to Article III. As soon as practicable following the DistributionEffective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (A) the number of whole shares and fractional of Sterling Common Stock delivered to the Exchange Agent by Sterling pursuant to Section 4.01 over (B) the aggregate number of whole shares of AbbVie Sterling Common Stock allocable to each Record Holderbe distributed to holders of Company Common Stock pursuant to Article III (such excess being herein called the "Excess Securities") and the Exchange Agent, to aggregate all such fractional shares into whole sharesas agent for the former holders of Company Common Stock, to shall sell the whole shares obtained thereby in the open market Excess Securities at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share the Nasdaq National Market. The sale of the total Excess Securities by the Exchange Agent shall be executed on the Nasdaq National Market through one or more member firms of the Nasdaq National Market and shall be executed in round lots to the extent practicable. Sterling shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such sale, after making appropriate deductions sale of Excess Securities have been distributed to the former stockholders of the amounts required Company, the Exchange Agent will hold such proceeds and dividends in trust for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissionsformer stockholders. The sales of fractional shares shall occur As soon as soon practicable after the Effective Time as practicable and as determined by determination of the Agent. None amount of Xxxxxxcash to be paid to former stockholders of the Company in lieu of any fractional interests, AbbVie or the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion make available in accordance with this Agreement such amounts to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieformer stockholders.

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock shall be issued in connection with upon the Distributionsurrender for exchange of Certificates, and any no dividends or other distributions of Parent shall relate to such fractional share interests to which a Record Holder would otherwise be entitled shall and such fractional share interests will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder of AbbVieParent. In lieu of any such fractional sharesthereof, each Record Holder who, but for the provisions former holder of this Section 3.03, shares of Company Common Stock who would otherwise have been entitled to such a fractional share interest (after aggregating all fractional shares of Parent Common Stock that otherwise would have been received by such holder) will be entitled to receive a fractional share an amount in cash (without interest) equal to such holder's proportionate interest of AbbVie Common Stock pursuant to in the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct net proceeds from the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby sale or sales in the open market at by the then-prevailing prices Exchange Agent, on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder hisholders, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of aggregated fractional shares shall occur as soon after of Parent Common Stock issued pursuant to this Section 2.2(e). Promptly following the Effective Time as practicable and as determined by Time, (i) the Agent. None of Xxxxxx, AbbVie or the Exchange Agent shall guarantee any minimum sale price for determine the total amount of the fractional shares of Abbott Parent Common SharesStock to which all such former Company stockholders would otherwise be entitled, and aggregate the same into whole shares of Parent Common Stock (rounded up to the nearest whole share), (ii) Parent shall issue such whole shares of Parent Common Stock to the Exchange Agent, as agent for such former stockholders, and (iii) the Exchange Agent shall sell such shares of Parent Common Stock at the then prevailing prices on the New York Stock Exchange through one or more member firms of the New York Stock Exchange (which sales shall be executed in round lots to the extent practicable). Neither Abbott nor AbbVie Until the net proceeds of such sales have been distributed to such former stockholders, the Exchange Agent will hold such proceeds in trust for such holders. Promptly after the determination of the amount of cash to be paid to such former stockholders in lieu of any fractional interests in Parent Common Stock, the Exchange Agent shall pay such amounts to such former stockholders (subject to any interest on the proceeds from the sale required withholding of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieTaxes).

No Fractional Shares. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, no Liberty Media will not issue fractional shares of AbbVie Liberty Media Series A Common Stock shall in the LW Merger. A holder of shares (or fractions thereof) of LW Preferred Stock (other than Merger Sub and other than a holder who validly exercises appraisal rights pursuant to Section 262 of the DGCL) will be issued entitled to receive the number of whole shares of Liberty Media Series A Common Stock determined by multiplying such holder's aggregate number of shares of LW Preferred Stock (including fractional shares of LW Preferred Stock) by the Exchange Rate; provided, however, that in connection with the Distribution, and event any such fractional share interests to which a Record Holder holder of LW Preferred Stock would otherwise be have been entitled shall not entitle such Record Holder to vote or a fraction of a share of Liberty Media Series A Common Stock upon surrender of certificates formerly evidencing shares of LW Preferred Stock for exchange pursuant to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.032.5, would such fraction will be rounded up to the nearest whole number, so that such holder will instead be entitled to receive a fractional share interest whole number of AbbVie shares of Liberty Media Series A Common Stock; provided further, however, that if more than one certificate formerly evidencing shares of LW Preferred Stock pursuant to the Distribution, shall be paid cashsurrendered for the account of the same holder, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Liberty Media Series A Common Stock allocable to each Record Holder, to aggregate all for which such fractional shares into whole shares, to sell holder has surrendered certificates formerly evidencing LW Preferred Stock shall be computed on the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share basis of the total proceeds aggregate number of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined represented by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbViecertificates so surrendered.

No Fractional Shares. Despite anything to the contrary set forth herein, the number of shares of Parent Common Stock to be issued to each Accredited Stockholder pursuant to Section 2.1(a), Section 2.1(b) and Section 2.1(c), respectively, shall be rounded down to the nearest whole number of shares of Parent Common Stock. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, no fractional shares of AbbVie Parent Common Stock shall be issued to any Accredited Stockholder in connection with the Distribution, Merger and the Parent Stock Issuance and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder the owner thereof to vote or to any other rights of a holder of shares of Parent Common Stock. Parent shall pay, or cause each of the Paying Agent and/or Surviving Corporation, as a stockholder of AbbVie. In lieu of any such fractional sharesapplicable, to pay, to each Record Holder who, but for the provisions of this Section 3.03, Accredited Stockholder who would be otherwise have been entitled to receive a fractional fraction of a share interest of AbbVie Parent Common Stock pursuant (after aggregating all shares of Parent Common Stock, including fractional shares, that would be issued to such Accredited Stockholder for the Paying Agent’s purposes and separately so aggregating all shares of Parent Common Stock, including fractional shares, that would be issued to such Accredited Stockholder for the Surviving Corporation’s payroll purposes), in lieu thereof and upon surrender thereof, an amount in cash (without interest) equal to the Distributionproduct obtained by multiplying (a) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled (after taking into account all Company Capital Stock held by such holder immediately prior to the Effective Time and allocated to receive any shares of Parent Common Stock) in accordance with Section 2.1 by (b) the Parent Stock Price, rounded to the nearest cent, in each case, as set forth in the Allocation Schedule. Each share of Parent Common Stock issuable in the Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be paid cash, without any interest thereon, as hereinafter providedbook-entry security entitlements. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.{N4442029.10} 255288355 v23

No Fractional Shares. Notwithstanding anything herein No certificates, American depositary receipts or scrip representing fractional Parent ADSs shall be distributed upon the conversion of Company Common Stock pursuant to the contrarySection 2.01, no fractional shares dividends or other distributions of AbbVie Common Stock Parent shall be issued in connection with the Distribution, and any relate to such fractional share Parent ADS interests to which a Record Holder would otherwise be entitled shall and such fractional Parent ADS interests will not entitle such Record Holder the owner thereof to vote or to any other rights as of a stockholder shareholder of AbbVieParent. All fractional entitlements to a Parent ADS to which a single record holder of Company Common Stock would be otherwise entitled to receive shall be aggregated by the Exchange Agent and rounded to three decimal points. In lieu of any such fractional sharesParent ADS entitlements, the Parent Entities shall pay to each Record Holder whoholder of a Certificate (upon surrender thereof as provided in this Article II) or Book-Entry Share an amount in cash in U.S. dollars, but for without interest, rounded to the nearest cent, as determined below. As promptly as practicable after the Effective Time, the Exchange Agent shall determine the excess of (i) the aggregate number of Parent ADSs (rounded up to the nearest whole number) to be issued as Merger Consideration over (ii) the aggregate whole number of Parent ADSs to be distributed to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II and after giving effect to this Section 3.032.02(i) (such excess being herein referred to as the “Excess Shares”). As promptly as practicable after the Effective Time, would be entitled to receive a fractional share interest the Exchange Agent, as agent for the applicable holders of AbbVie Common Stock pursuant to the DistributionCertificates or Book-Entry Shares, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market Excess Shares at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder histhe New York Stock Exchange (the “NYSE”), her or its ratable share all in the manner provided herein. The sale of the total Excess Shares by the Exchange Agent shall be executed on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds 9 of any such sale or sales have been distributed to such holders of Certificates or Book-Entry Shares, the Exchange Agent shall hold such proceeds in escrow for the benefit of such holders. The net proceeds of any such salesale or sales of Excess Shares to be distributed to such holders of Certificates or Book-Entry Shares shall be reduced by any and all commissions, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and other out-of-pocket transaction costs, as well as any expenses, of the costs and expenses Exchange Agent incurred in connection with such sale or sales. The Exchange Agent shall determine the portion of such sale and distributionnet proceeds (subject to customary rounding) to which each applicable holder of Certificates or Book-Entry Shares shall be entitled, including brokers fees and commissions. The sales if any, by multiplying the amount of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the net proceeds from the sale of Excess Shares on the NYSE as contemplated above by a fraction, the numerator of which is the amount of the fractional sharesParent ADS interest to which such holder of Certificates or Book-Entry Shares is entitled (after taking into account all Certificates and Book-Entry Shares exchanged by such holder) and the denominator of which is the aggregate amount of fractional Parent ADS interests to which all applicable holders of Certificates or Book-Entry Shares are entitled. As soon as practicable after the determination of the amount of cash to be paid to such holders of Certificates or Book-Entry Shares with respect to any fractional Parent ADS interests, the Exchange Agent shall promptly pay such amounts, subject to customary rounding, to such holders subject to and in accordance with this Section 2.02(i). The Agent shall have parties hereto acknowledge that payment of the sole discretion to select cash consideration in lieu of issuing fractional Parent ADS entitlements is not separately bargained-for consideration but merely represents a mechanical rounding off as the broker-dealers through which to sell Deposit Agreement does not permit the aggregated issuance of fractional shares and to determine when, how and at what price to sell such sharesParent ADSs. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVie.ARTICLE III

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Common Stock New Holdings Shares shall be issued in connection exchange for Trenwick Shares, LaSalle Holding Shares, or NonVoting Shares, but in lieu thereof each holder otherwise entitled to a fractional New Holdings Share (after taking into account all Trenwick Shares, LaSalle Holdings Shares or Non-Voting Shares, as applicable, owned by such holder) shall be entitled to receive, from the Trenwick Exchange Agent or the LaSalle Exchange Agent, as applicable, in accordance with the Distributionprovisions of this Section 2.12, and any a cash payment in lieu of such fractional share New Holdings Share representing the value of such fraction, which for this purpose shall be calculated by (i) multiplying such fraction by the product of the Average Closing Price and the Trenwick Exchange Ratio in the case of Trenwick Shares and (ii) multiplying such fraction by the product of the Average Closing Price and the LaSalle Exchange Ratio in the case of LaSalle Holdings Shares and Non-Voting Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Trenwick Shares, LaSalle Holdings Shares, or Non-Voting Shares, as applicable, in lieu of any fractional New Holdings Share, the Trenwick Exchange Agent or the LaSalle Exchange Agent, as applicable, shall promptly pay without interest to all holders of Trenwick Shares, LaSalle Holdings Shares, or Non-Voting Shares, as applicable, entitled thereto all such amounts. Holders of interests to which a Record Holder would otherwise representing fractional New Holdings Shares shall not be entitled shall not entitle such Record Holder to vote such interests or to any other rights as a stockholder shareholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Agent. None of Xxxxxx, AbbVie or the Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieNew Holdings.

No Fractional Shares. Notwithstanding anything herein any other provision of this Agreement to the contrary, no fractional shares of AbbVie Class B Common Stock Shares or Preferred Shares shall be issued in connection with the Distributionexchange of MIC Common Stock or MIC Preferred Stock or of an MIC Equity Award pursuant to this Agreement. Any holder of shares of MIC Common Stock, and any such fractional share interests to which a Record Holder would MIC Preferred Stock or MIC Equity Award otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Class B Common Stock pursuant to the Distribution, Share or Preferred Share but for this Section 2.11 shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each receive, upon surrender of: (a) such Record Holder hisMIC Common Stock (or, her or its ratable share in the case of the total proceeds of such salean MIC Equity Award, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after upon the Effective Time as practicable without the need for any action by the holder of such MIC Equity Award) and as to the extent determined by the Agent. None MIC Board (or an authorized committee thereof), a cash payment, without interest, in lieu of Xxxxxxany fractional share, AbbVie or in an amount rounded to the Agent shall guarantee any minimum sale price for nearest whole cent equal to the product obtained by multiplying (i) the fractional shares share interest (rounded to the nearest thousandth when expressed in decimal form) to which such holder (after taking into account all MIC Common Stock held at the Effective Time by such holder) would otherwise be entitled by (ii) the IPO Price Per Share; and (b) such MIC Preferred Stock and to the extent determined by the MIC Board (or an authorized committee thereof), a cash payment, without interest, in lieu of Abbott any fractional share, in an amount rounded to the nearest whole cent equal to the product obtained by multiplying (i) the fractional share interest (rounded to the nearest thousandth when expressed in decimal form) to which such holder (after taking into account all MIC Preferred Stock held at the Effective Time by such holder) would otherwise be entitled by (ii) (A) the stated value of such MIC Preferred Stock, plus (B) accrued and unpaid dividends, if any, through and including the most recently completed quarter prior to the Effective Time, without interest. No holder of MIC Common Stock or MIC Preferred Stock shall be entitled by virtue of the right to receive cash in lieu of fractional Class B Common Shares or Preferred Shares described in this Section 2.11 to any dividends, voting rights or any other rights in respect of any fractional Class B Common Share or Preferred Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale The payment of cash in lieu of fractional shares. The Agent shall have Class B Common Shares or Preferred Shares is not a separately bargained-for-consideration and solely represents a mechanical rounding-off of the sole discretion to select fractions in the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Abbott or AbbVieexchange.

No Fractional Shares. Notwithstanding anything herein to the contrary, no fractional shares of AbbVie Common VI Preferred Stock shall be issued in connection with the Distributiondistributed to VE Members, and any such fractional share interests to which a Record Holder VE Member would otherwise be entitled shall not entitle such Record Holder to vote or VE Member to any other rights as a stockholder of AbbVieVI. In lieu of any such fractional shares, each Record Holder VE Member who, but for the provisions of this Section 3.032.5(d), would be entitled to receive a fractional share interest of AbbVie Common VI Preferred Stock pursuant to the Distributionthis Section 2.5, shall be paid cash, without any interest thereon, as hereinafter provided. Abbott Prior to the Closing, VE shall instruct the Agent to determine the number of whole shares and fractional shares of AbbVie Common VI Preferred Stock allocable to each Record HolderVE Member, to aggregate all and at the Closing, VI shall deposit with the Distribution Agent, as agent or nominee for the VE Members, cash in the total amount of the value of such fractional shares into whole sharesof VI Preferred Stock (determined by VE, for each VE Member, by multiplying any such fraction of a share of VI Preferred Stock by $1,000.00, and converted to sell the whole shares obtained thereby in the open market Euros at the thenaverage of the exchange rates reported by Bloomberg at 5:00 p.m. New York City time on each day during the five (5)-trading-prevailing prices day period ending on behalf of each Record Holder who otherwise would be entitled the fifteenth (15th) Business Day prior to receive fractional share interests and to the anticipated Closing Date) (the “Fractional Share Cash Amount”). The Distribution Agent shall distribute to each such Record Holder his, her or VE Member its ratable share entitlement to such portion of the total proceeds of such sale, after making appropriate deductions of Fractional Share Cash Amount in accordance with the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur VE Direction Letter as soon after the Effective Time as practicable and as determined by the Agentset forth in Section 2.5(b). None of XxxxxxVI, AbbVie VE or the Distribution Agent shall guarantee any minimum sale price for the fractional shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from Fractional Share Cash Amount. - 20 - (e) Unclaimed Stock or Cash. Any (i) Closing Cash Consideration, Supplemental Cash Consideration or Fractional Share Cash Amount that remains unclaimed by or, pursuant to the sale Distribution Agent Agreement, remains unpaid to any VE Member one (1) year after deposit with the Distribution Agent, as agent, trustee or nominee for the VE Members, or (ii) shares of fractional sharesVI Preferred Stock that remain unclaimed by any VE Member one (1) year after delivery of evidence of the book entry issuance by VI’s registrar and transfer agent of the VI Preferred Stock, shall be surrendered to the VE Member Representative, in each case unless an earlier date is determined by the VE Member Representative and notified to the Distribution Agent. The Agent VE Member Representative shall have hold any such amount of Closing Cash Consideration, Supplemental Cash Consideration, shares of VI Preferred Stock, or Fractional Share Cash Amount on bare trust for such VE Member on the sole discretion terms set out in the VEMR Trust Deed; provided, that the VE Member Representative may, but is not required to, invest such amount of Closing Cash Consideration, Supplemental Cash Consideration or Fractional Share Cash Amount. (f) VE Membership Regulation Amendments for Deferred Cash Consideration. Prior to select the broker-dealers through which Closing, VE shall adopt an amendment to sell the aggregated fractional shares VE Membership Regulations (in a form to be agreed between VE and VI, each acting reasonably, and to determine when, how and at what price be sent to sell such shares. Neither VE Members prior to the Agent nor Closing) (the broker-dealers through which “Deferred Cash Distribution Amendment”) providing that the aggregated fractional shares are sold respective entitlements of the VE Members to the Deferred Cash Consideration shall be Affiliates of Abbott or AbbVie.in proportion to the VE Members’ respective entitlements to the Up-front Consideration (save to the extent that such VE Members’ entitlements to Consideration have been fully met by the Up-front Consideration). 2.6

No Fractional Shares. Notwithstanding anything herein to the contrary, no No certificates or scrip representing fractional shares of AbbVie Parent Common Stock or Exchangeable Shares shall be issued upon the surrender for exchange of Share Certificates, no dividends or other distributions of Parent or ExchangeCo shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent or ExchangeCo. As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (x) the number of whole shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 4.1 hereof over (y) the aggregate number of whole shares of Parent Common Stock to be distributed to holders of ACI Common Shares pursuant to Section 4.3 hereof (such excess being herein called the "EXCESS PARENT SHARES"). Following the Effective Time, the Exchange Agent, as agent for the holders of ACI Common Shares, shall sell the Excess Parent Shares at then prevailing prices on the NYSE, all in the manner provided in this Section 4.6 hereof. The sale of the Excess Parent Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Parent Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable and consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the former holders of ACI Common Shares, the Exchange Agent will hold such proceeds in trust for the holders of ACI Common Shares (the "EXCESS PARENT SHARES TRUST"). Parent shall pay all commissions, transfer taxes and other out of pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the DistributionExcess Parent Shares. The Exchange Agent shall determine the portion of the Excess Parent Shares Trust to which each holder of ACI Common Shares shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess Parent Shares Trust by a fraction the numerator of which is the amount of the fractional share interest to which such holder of ACI Common Shares is entitled (after taking into account all ACI Common Stock held at the Effective Time by such holder which were exchanged for shares of Parent Common Stock) and any such the denominator of which is the aggregate amount of fractional share interests to which a Record Holder would otherwise be entitled shall not entitle all holders of ACI Common Shares who exchanged such Record Holder to vote or to any other rights as a stockholder shares for shares of AbbVie. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.03, would be entitled to receive a fractional share interest of AbbVie Parent Common Stock pursuant to are entitled. As promptly as practicable following the DistributionEffective Time, the Exchange Agent shall be paid cash, without any interest thereon, as hereinafter provided. Abbott shall instruct determine the Agent to determine excess of (x) the number of whole shares Exchangeable Shares delivered to the Exchange Agent by ExchangeCo pursuant to Section 4.1 hereof over (y) the aggregate number of whole Exchangeable Shares to be distributed to holders of ACI Common Shares pursuant to Section 4.3 hereof (such excess being herein called the "EXCESS EXCHANGEABLE SHARES"). Following the Effective Time, the Exchange Agent, as agent for the holders of ACI Common Shares, shall sell the Excess Exchangeable Shares all in the manner provided in this Section 4.6. The sale of the Excess Exchangeable Shares by the Exchange Agent shall be executed by private sale (or by way of sale through the facilities of the TSX). The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Exchangeable Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable and consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the proceeds of such sale or sales have been distributed to the former holders of ACI Common Shares, the Exchange Agent will hold such proceeds in trust for the holders of ACI Common Shares (the "EXCESS EXCHANGEABLE SHARES TRUST"). ExchangeCo shall pay all commissions, transfer taxes and other out of pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Exchangeable Shares. The Exchange Agent shall determine the portion of the Excess Exchangeable Shares Trust to which each holder of ACI Common Shares shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Excess Exchangeable Shares Trust by a fraction the numerator of which is the amount of the fractional shares share interest to which such holder of AbbVie ACI Common Shares is entitled (after taking into account all ACI Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market held at the then-prevailing prices on behalf Effective Time by such holder which were exchanged for Exchangeable Shares) and the denominator of each Record Holder which is the aggregate amount of fractional share interests to which all holders of ACI Common Shares who otherwise would exchanged such shares for Exchangeable Shares are entitled. Notwithstanding the foregoing, ExchangeCo or Parent, respectively, shall be entitled to receive fractional share interests and deposit cash with the Exchange Agent to distribute enable the Exchange Agent to each such Record Holder hismake cash payments provided for in this Section 4.6, her in which case the Exchangeable Shares or its ratable share of Parent Common Stock, as the total proceeds of such salecase may be, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined that would otherwise be sold by the Agent. None of Xxxxxx, AbbVie Exchange Agent will be surrendered to ExchangeCo or the Agent shall guarantee any minimum sale price for the fractional Parent or no such shares of Abbott Common Shares. Neither Abbott nor AbbVie shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall will be Affiliates of Abbott or AbbVieissued.