AMONGAgreement and Plan of Merger • October 23rd, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
RECITALSVoting and Lockup Agreement • October 23rd, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
October 17, 2001Rightchoice Managed Care Inc /De • October 23rd, 2001 • Hospital & medical service plans
In consideration of the execution by The Missouri Foundation for Health (the "Foundation") of the Voting and Lockup Agreement by and between WellPoint Health Networks Inc. ("WellPoint") and the Foundation dated as of October 17, 2001, this letter shall constitute an agreement between the Foundation and RightCHOICE Managed Care, Inc. (the "Company") that the Company shall consult with the Foundation prior to exercising its right under the Agreement and Plan of Merger, dated October 17, 2001, among WellPoint, RWP Acquisition Corp. and the Company (the "Merger Agreement") to terminate the Merger Agreement as provided in Sections 7.1(b), (g) or (h) of the Merger Agreement or to waive any of the closing conditions set forth in Section 6.3 of the Merger Agreement. All information received from the Company in connection with any such consultation shall be considered "Confidential Information" (as defined in the Confidentiality Agreement dated as of February 20, 2001 between the Company and th
