November 21, 2018 Express Scripts Holding Company One Express Way St. Louis, Missouri 63121 Attention: Marty Akins, Senior Vice President and General Counsel Ladies and Gentlemen:Merger Agreement • November 21st, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
Reference is made to the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among Cigna Corporation, a Delaware corporation (“Cigna”), Express Scripts Holding Company, a Delaware corporation (“Express Scripts”), Halfmoon Parent, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cigna (“Holdco”), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco. Capitalized terms used but not otherwise defined in this letter agreement (the “Agreement”) shall have the meanings given to such terms in the Merger Agreement.
