REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
This REGISTRATION RIGHTS AGREEMENT dated September 17, 2018 (this "Agreement") is entered into by and among Halfmoon Parent, Inc., a Delaware corporation (the "Company"), and, upon execution of the joinder agreement referred to below, Cigna Corporation, a Delaware corporation ("Cigna"), and Express Scripts Holding Company, a Delaware corporation ("Express Scripts" and collectively with Cigna, the "Guarantors"), and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives (collectively, the "Representatives") of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the "Initial Purchasers"). The agreements of each of Cigna and Express Scripts under this Agreement shall not become effective until the execution concurrently with the closing of the Acquisition (as defined below) by each of Cigna and Express Scripts of a joinder agreement to this Agreement,
SUPPLEMENTAL INDENTURESupplemental Indenture • September 21st, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2018 (the "Supplemental Indenture"), between HALFMOON PARENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee and collateral agent (the "Trustee").
