Common use of Financing Clause in Contracts

Financing. Anthem has delivered to Cigna (i) a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Anthem Parent has delivered made available to Cigna the Company a true, complete and correct copy of (i) a correct and complete fully the executed copy of the commitment letter, dated as of July 23March 26, 20152018, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities Parent (USAor its applicable Affiliate) LLC, UBS Securities LLC and UBS AG, the financial institutions party thereto (including all exhibits, schedulesschedules and annexes thereto, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Commitment LetterFinancing Commitment”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant tolenders party thereto have committed, and subject to the terms and conditions oftherein, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Committed Financing”) for the purposes set forth in of, among other things, funding the Transactions and related fees and expenses and (ii) the executed fee letter associated therewith; provided, such fee letter may be redacted as described below (as so redacted, the “Fee Letter” and, together with the Financing Commitment, the “Financing Commitment LetterPapers”). The Financing Commitment Letter has Papers have not been amended, restated amended or otherwise modified or waived prior to the execution and delivery date of this Agreement, Agreement and as of the date of this Agreement the respective commitments contained in the Financing Commitment Letter have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect. Except for the Fee Letter (with only fee amounts and market flex provisions and other customary threshold amounts redacted; provided, that the market flex provisions in such Fee Letter may not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) with respect to the availability of the Committed Financing or any reduction in the amount of the Committed Financing), certain “back-to-back” letters between Financing Sources and customary engagement letters with respect to the Committed Financing (none of which adversely affect, or impose additional conditions upon, the aggregate amount, enforceability or availability of the Committed Financing), as of the date hereof there are no side letters or Contracts or any other arrangements or understandings to which Parent is a party related to the funding or investing, as applicable, of the Committed Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitment Papers delivered to the Company on or prior to the execution date hereof. Parent has fully paid any and delivery of this Agreement. As all commitment fees or other fees required to be paid by it in connection with the Financing Commitment that are payable on or prior to the date hereof, Parent will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Charter Closing Date and as of the execution and delivery date hereof, each of this Agreement, the Financing Commitment Letter Papers is in full force and effect and constitutes is the legal, valid valid, binding and binding obligation enforceable obligations of each of Anthem andParent or its applicable Affiliate party thereto, as applicable, and to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting that (x) enforceability may be subject to the enforcement Enforceability Limitations and (y) the remedy of creditors’ rights generally, by general specific performance and injunctive and other forms of equitable principles or by relief may be subject to equitable defenses and to the discretion of any Governmental Entity the court before which any proceeding seeking enforcement therefor may be brought. There As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment LetterCommitted Financing, other than as expressly set forth in the Financing Commitment Letter. Subject Papers delivered to the terms and conditions of Company on or prior to the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebydate hereof. As of the execution and delivery of this Agreementdate hereof, (i) no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, would constitute a default) default or result in a breach, or failure to satisfy a condition precedent, in each caseprecedent to the availability of the Committed Financing, on the part of Anthem Parent or, to the Knowledge of AnthemParent, any other party to thereto under the Commitment LetterFinancing Commitment, in each case, under the Commitment Letterterms of the Committed Financing, other than any such default, breach or failure that has been waived by the lenders or otherwise cured in a timely manner by Parent (or its Affiliate) to the satisfaction of the applicable Financing Sources. Assuming (i) the accuracy of the representations and warranties set forth in Article III, (ii) Anthem does not have any the performance by the Company and its Subsidiaries of the covenants contained in this Agreement and (iii) the conditions set forth in Article VII are satisfied at the Charter Closing Date, as of the date hereof, Parent has no reason to believe that any of the conditions to the availability of the Committed Financing contemplated by the Financing Commitment applicable to it will not be satisfied on the Charter Closing Date or that the Committed Financing will not be satisfied made available to Parent on the Charter Closing Date. Parent affirms that it is not a condition to the Charter Closing, the Merger Closing and the Pre-Closing Dividend or any of its other obligations under this Agreement that Parent obtain the Committed Financing or any other funds necessary financing for or related to any of the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingTransactions.

Financing. Anthem Parent has delivered to Cigna the Partnership (ia) a correct and complete fully executed copy of each of the bridge term loan credit facility commitment letter and the revolving credit facility commitment letter, dated as of July 23, 2015the date hereof, among AnthemParent, Truist Bank, Trust Securities, Inc, Bank of America, N.A.N.A. and BofA Securities, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, Inc. including all exhibits, schedules, schedules and annexes and amendments to such letter in effect as of the date of this Agreement and (iib) a correct and complete fully executed copy copies of the fee letter letters referenced therein (together, the “Debt Commitment Letter”) (it being understood that each such fee letter has been redacted to omit remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Committed Financing). Pursuant to, and subject to the terms and conditions of, the Debt Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Committed Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this AgreementAgreement and, to the knowledge of Parent, no withdrawal, rescission, amendment, restatement or other modification in any respect is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ the other parties thereto, enforceable in accordance with its terms against Anthem Parent and, to the Knowledge knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting subject to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtEquitable Exceptions. There are no conditions precedent related to the funding of the full amount of the Committed Financing pursuant to the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the FinancingCommitted Financing will be in an amount sufficient to pay the Payoff Amounts, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other all amounts required in connection with the Redemptions and to be paid pursuant to Article II and any other fees and pay the expenses reasonably expected to be incurred in connection with this Agreement, the Mergers Agreement and the other transactions contemplated herebyhereby (such amount, the “Required Amount”). As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or, to the Knowledge knowledge of AnthemParent, any other party to the Debt Commitment Letter, under the Debt Commitment Letter, Letter and (ii) Anthem Parent does not have any reason to believe that any of the conditions to the Committed Financing will not be satisfied or that the Committed Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem Parent on the Closing Date. Anthem has Parent or its Subsidiaries have fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Committed Financing. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party that would reasonably be expected to adversely affect the availability or amount of the Committed Financing. The obligations of Parent and ▇▇▇▇▇▇ Sub hereunder are not subject to any condition regarding Parent’s or any other Person’s ability to obtain financing for the Merger and the other transactions contemplated by this Agreement.

Financing. Anthem Saw Mill has delivered to Cigna received written commitments from (ia) a correct and complete fully executed copy of Credit Agricole Indosuez (the commitment letter"Senior Lender"), dated as of July 23January 20, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities 2000 (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “"Senior Debt Commitment Letter”) (it being understood that such fee letter "), pursuant to which the Senior Lender has been redacted to omit the fee amounts). Pursuant tocommitted, and subject to the terms and conditions ofcontained therein, to provide up to $130,000,000 in senior debt financing for the Transactions, (b) Credit Suisse First Boston (the "Subordinated Debt Lender"), dated as of January 19, 2000 (the "Subordinated Debt Commitment Letter"), the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to which the Commitment LetterSubordinated Debt Lender has committed, other than as expressly set forth in the Commitment Letter. Subject subject to the terms and conditions contained therein, to provide up to $125,000,000 in subordinated debt financing for the Transactions, and (c) Chase Capital Partners, Massachusetts Mutual Life Insurance Company and The Northwestern Mutual Life Insurance Company (collectively, the "Preferred Equity Investors"), dated as of January 27, 2000 (the "Preferred Equity Commitment Letter", and collectively with the Senior Debt Commitment Letter and the Subordinated Debt Commitment Letter, the "Commitment Letters"), pursuant to which the Preferred Equity Investors have committed, subject to the terms and conditions contained therein, to provide up to $35,000,000 in preferred equity financing for the Transactions. The proceeds from the Debt and Preferred Equity Financing, assuming the accuracy of Cigna’s representations Commitment Letters have been funded pursuant to and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financingaccordance with their respective terms, together with other financial resources the Pre-Merger Contributions, shall provide sufficient funds to pay, pursuant to the Merger, the Merger Consideration, the Option Consideration and the repayment of Anthem, will, in the aggregate, be sufficient indebtedness for the payment borrowed money of the Cash Consideration, Company or any other amounts of its subsidiaries that is required to be paid pursuant repaid as a result of the Transactions, if any, and to Article II and any other pay all fees and expenses reasonably expected related to be incurred the Transactions. A true, correct and complete copy of (i) the Senior Debt Commitment Letter is attached hereto as Exhibit G-1, (ii) the Subordinated Debt Commitment Letter is attached hereto as Exhibit G-2, (iii) the Preferred Equity Commitment Letter is attached hereto as Exhibit G-3 and (iv) Saw Mill's agreement of limited partnership (the "Saw Mill Limited Partnership Agreement") has been provided to the Special Committee prior to date hereof. The partners named in connection with this the Saw Mill Limited Partnership Agreement, taken together, have committed, subject to the Mergers terms and conditions contained therein, to contribute the Contributed Cash and the other transactions Contributed Company Common Shares to Saw Mill. Merger Sub is not aware of any facts which in its reasonable judgment would prevent the consummation of the financing contemplated herebyby the Commitment Letters. As of the execution and delivery of this Agreementdate hereof, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under Letters and the Commitment Letter, Saw Mill Limited Partnership Agreement have not been modified or amended and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s are in full force and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financingeffect.

Financing. Anthem has delivered to Cigna (ia) a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the respective commitments contained in arrangers party thereto, dated as of the Commitment Letter have not been withdrawndate hereof, rescindedaddressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, restated supplemented, modified or otherwise modified waived after the date hereof in any respect prior compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the execution and delivery conditions set forth therein, to lend the amounts set forth therein for the purpose of this Agreementfunding the Transactions. As of the execution and delivery of this Agreementdate hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and constitutes has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by laws Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the discretion conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Governmental Entity before which other party thereto, under the Commitment Letter or (ii) result in any proceeding seeking enforcement may be broughtportion of the Financing being unavailable on the Closing Date. There As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing pursuant to the Commitment Letter(including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Subject Parent and Merger Sub have fully paid, or caused to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Considerationfully paid, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. Anthem has delivered to Cigna (i) a correct and complete fully executed copy Concurrently with the execution of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Piercethis Agreement, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedhas delivered to NV5 complete and correct copies of (i) an executed debt commitment letter, Credit Suisse AGfrom the Debt Financing Sources (such commitment letter, Credit Suisse Securities (USA) LLCtogether with any Fee Letter and all, UBS Securities LLC exhibits and UBS AGschedules thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant toDebt Financing Sources have agreed, and subject to the terms and conditions oftherein, to provide debt financing for the Commitment Letter, Mergers and the commitment parties thereunder have committed to lend the amounts set forth therein other transactions contemplated hereby (the provision of such funds debt financing pursuant to the Debt Commitment Letter or otherwise shall be referred to herein as set forth thereinthe “Debt Financing”), and (ii) any fee letter or letters associated with the Debt Commitment Letter (collectively, the “FinancingFee Letter”) for ); provided, however, that the purposes set forth fees and other commercially sensitive information in any fee letter (including provisions in such Commitment Letterfee letter related solely to fees, “flex terms” and economic terms, in each case, that do not adversely affect the amount, conditionality or availability of the Debt Financing may have been redacted). The Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the execution and delivery date of this Agreement, and (A) the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes is the legal, valid valid, binding and binding enforceable obligation of each of Anthem Acuren, and, to the Knowledge of ▇▇▇▇▇▇Acuren’s Knowledge, ▇▇▇ each other parties party thereto, enforceable in accordance with its terms against Anthem and, subject to the Knowledge of AnthemBankruptcy and Equitable Exceptions, each of and (B) the other parties theretoDebt Commitment Letter has not been amended or modified and the respective commitments contained therein have not been withdrawn, except as limited by laws affecting the enforcement of creditors’ rights generallyterminated or rescinded in any respect, by general equitable principles and to Acuren’s Knowledge, no such withdrawal, termination or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letterrescission is contemplated. Subject to the terms and conditions of in the Debt Commitment Letter, and assuming the accuracy aggregate proceeds of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Debt Financing, together with other financial resources cash on hand, are in an aggregate amount sufficient to pay all obligations of AnthemAcuren and Merger Subs under this Agreement, will, in the aggregate, be sufficient for the including payment of the Cash Consideration, any aggregate cash portion of the Merger Consideration and other amounts required to be paid pursuant to under Article II at the Closing. All commitment and any other fees and expenses reasonably expected required to be incurred paid under the Debt Commitment Letter prior to the date hereof have been paid in connection with this Agreement, the Mergers and the other transactions contemplated herebyfull. As of the execution and delivery date hereof, neither Acuren nor any of this Agreementits Affiliates has entered into any agreement, (i) no event has occurred which would constitute a breach side letter or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, other arrangement relating to the Knowledge of Anthem, any other party to Debt Financing contemplated by the Debt Commitment Letter, under other than as set forth in the Debt Commitment Letter and the Fee Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Anthem has delivered to Cigna (ia) a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of this Agreement, Purchaser shall use its best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters and any related Fee Letters. Purchaser shall not permit any amendment, modification or supplement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters or any related Fee Letter, and assuming if such amendment, modification or waiver (i) reduces the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment aggregate amount of the Cash Consideration, any other amounts required Debt Financing (including by changing the amount of fees to be paid pursuant or original issue discount), when taken together with Purchaser’s cash on hand, to Article II and any other fees and expenses reasonably expected an amount below the amount required to be incurred in connection with satisfy Purchaser’s obligations under this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing will or other terms in a manner that could reasonably be expected to delay in any material respect or prevent the Closing; provided, however, that Purchaser may, after consultation with Seller, replace or amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date hereof so long as such action would not reasonably be expected to materially delay or prevent the Closing; provided, further, that the exercise of any “flex” provisions in the Fee Letter shall not be satisfied considered an expansion, amendment, or that modification of any of the conditions to the receipt of the Debt Financing or other terms in a manner that could reasonably be expected to delay in any other funds necessary for material respect or prevent the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under Closing. Any reference in this Agreement will not be available to Anthem on (x) “Debt Financing” shall include the Closing Date. Anthem has fully paid all commitment fees financing contemplated by the Debt Commitment Letters as amended or other fees to the extent required to be paid on modified in compliance with this Section 7.14 and (y) “Fee Letter” and “Debt Commitment Letters” shall include such documents as amended or prior to the date of modified in compliance with this Agreement in connection with the FinancingSection 7.14.

Financing. Anthem On the Closing Date, assuming the Financing contemplated by the Commitment Letter is available on the terms and conditions set forth therein, the Borrowers will have all funds necessary to consummate the Transactions. In no event shall the receipt or availability of any funds or financing by Parent, the Borrowers or any of the Merger Subs or any other financing or other transactions or any marketing or syndication of any of the foregoing be a condition to any of Parent’s or any Merger Sub’s obligations hereunder. Parent has obtained and delivered to Cigna (i) the Company a correct true, complete and complete fully executed copy of the and accepted debt commitment letter, dated as of July 23the date hereof (such letter, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including together with all exhibits, schedules, annexes and amendments to such letter in effect exhibits attached thereto and the executed fee letter, dated as of the date of this Agreement hereof, as amended, modified, waived, supplemented, extended or replaced in accordance with the terms therein and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherherein, collectively, the “Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant toFinancing Sources have committed, and subject solely to the terms and conditions of, expressly set forth in the Commitment Letter, the commitment parties thereunder have committed to lend to certain US and Canadian Subsidiaries of Parent named therein as borrowers (the “Borrowers”) the amounts set forth therein (the provision of such funds as set forth thereinfor, among other things, the “purposes of the Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amendedLetter, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawnform so delivered, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect in accordance with the terms thereof, has not been amended or otherwise modified and constitutes is the legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related subject to the funding Bankruptcy and Equity Exceptions. To the Knowledge of the full amount of the Financing pursuant to Parent, no such commitment provided for in the Commitment LetterLetter has been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated other than as expressly set forth in the Commitment Letter. Subject Letter with respect to the terms Parent’s ability to add additional arrangers thereunder. Parent or the Merger Subs have fully paid any and conditions all commitment fees or other fees in connection with the Commitment Letter that are payable and due on the date hereof and will pay in full any such amounts payable and due on, and subject to the occurrence of, the Closing Date. Neither Parent nor any of the Merger Subs, nor to the Knowledge of Parent, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Commitment Letter, and assuming to the accuracy Knowledge of Cigna’s representations and warranties contained in Section 3.2 in all material respectsParent, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would or fact, condition or circumstance exists that, could or could reasonably be expected to (a) constitute or result in a breach or default on the part of any Person under the Commitment Letter, (or an event which with notice or lapse of time or both would b) constitute a default) or result in a failure to satisfy a condition precedent, any of the terms or conditions set forth in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under (c) make any of the assumptions or any of the statements set forth in the Commitment LetterLetter inaccurate in any material respect, and (iid) Anthem does not have give Parent or any Merger Sub any reason to believe that any of the conditions to be satisfied contained in the Commitment Letter will not be satisfied on a timely basis on or prior to the Closing Date or that the Financing or that the full amounts committed pursuant to the Commitment Letter will not be available as of the Closing if the conditions to be satisfied contained in the Commitment Letter are satisfied or (e) otherwise result in, or give Parent or any Merger Sub any reason to believe that, any portion of the Financing will not be satisfied available as of the Closing. There are no conditions precedent (directly or that indirectly) or other conditions related to the Financing and the full amount of funding thereof other than the terms thereof expressly set forth in the Commitment Letter. There are no contingencies that would permit any Financing Source to reduce the total amount of the Financing, including any condition or other contingency relating to the availability of the Financing pursuant to any “flex” provision. Other than the Commitment Letter, there are no other contracts or written agreements (or other arrangements or agreements that are material) entered into by the Parent or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees Affiliate thereof that are materially related to the extent required to be paid on or prior funding of the Financing (except for (i) customary engagement letters and fee credit letters, true and correct copies of which have been provided to the date Company and (ii) customary non-disclosure agreements which do not impact the availability, conditionality or amount of this Agreement in connection with the Financing).

Financing. Anthem has (a) Buyers have delivered to Cigna (i) a correct Seller true and complete copies, including all exhibits, schedules or amendments thereto, of the fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and hereof, (ii) a correct and complete fully executed copy of the fee letter referenced therein “Debt Commitment Letter”), by the lenders party thereto (togethercollectively, the “Commitment LetterLenders”), in favor of Silgan, pursuant to which, subject to the terms and conditions set forth therein, the Lenders have committed to provide debt financing in the aggregate amounts described therein, the proceeds of which shall be used in part to consummate the transactions contemplated herein (the “Debt Financing”) and any fee letters related thereto (the “Fee Letters”) (it being understood that such fee letter has Fee Letters have been redacted to omit the fee amountsamounts and flex provisions provided therein). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein . (the provision of such funds as set forth therein, the “Financing”b) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, is a valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable against the parties thereto in accordance with its terms against Anthem andtheir terms, except to the Knowledge of Anthem, each of the other parties thereto, except as extent that: (i) enforceability may be limited by laws applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally; and (ii) the availability of equitable remedies, by general equitable principles or by including specific performance, is subject to the discretion of any Governmental Entity the court before which any proceeding seeking enforcement thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with Silgan’s and Buyers’ cash on hand and funds available to Silgan and Buyers under their existing revolving credit facility, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Silgan’s and Buyers’ related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no conditions precedent related side letters, understandings or other agreements, contracts or arrangements relating to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as expressly set forth in or contemplated by the Debt Commitment LetterLetter or the Fee Letters. Subject to the terms Silgan and conditions of the Commitment Letter, Buyers have fully paid any and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with commitment fees or other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts fees required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers terms of the Debt Commitment Letter and the other transactions contemplated herebyFee Letters, to the extent the same are due and payable. As of the execution and delivery date of this Agreement, : (i) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn, rescinded or terminated in any way; and (ii) no event has occurred which would constitute a breach that (with or default (or an event which with notice or without notice, lapse of time or both both) would reasonably be expected to constitute a default) breach, default or result in a failure to satisfy a any condition precedent, in each case, on the part of Anthem or, precedent to the Knowledge of Anthem, any other party to the Commitment Letter, funding under the Debt Commitment LetterLetter by Silgan or Buyers. As of the date of this Agreement, and Buyers have no knowledge of any facts or circumstances that are reasonably likely to result in: (iii) Anthem does not have any reason to believe that any of the conditions to set forth in the Financing will Debt Commitment Letter not be satisfied being satisfied; or that (ii) the Financing or any other funds necessary for funding contemplated in the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will Debt Commitment Letter not be being made available to Anthem Silgan or Buyers on a timely basis in order to consummate the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of transactions contemplated by this Agreement in connection with the FinancingAgreement.

Financing. Anthem Purchaser has delivered provided to Cigna Seller a true, complete and correct copy of (i) a correct executed and complete fully executed copy of the binding commitment letter, letters dated as of July 23the date hereof (in each case, 2015as the same may be amended or replaced in accordance with Section 5.11(a) and including any executed commitment letter or similar agreement for alternate financing, among Anthemin each case, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AGin accordance with Section 5.11(a), including all exhibits, schedulesschedules and annexes thereto, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Debt Commitment LetterLetters”) (it being understood that such fee letter has been redacted ), relating to omit the fee amounts). Pursuant tocommitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions ofthereof, the amount of the debt financing stated therein (collectively, the “Debt Financing”), and (ii) an executed and binding commitment letter dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Commitment Letters”) from AP Gaming Holdco, Inc. (the “Equity Investor”), relating to the commitment parties thereunder have committed of the Equity Investor, subject to lend the amounts set forth terms and conditions thereof, to invest, directly or indirectly, in Purchaser the amount of the cash equity financing stated therein (the provision of such funds as set forth therein“Equity Financing” and, together with the Debt Financing, the “Financing”) for the purposes set forth in such Commitment Letter). The Commitment Letter has not been amendedLetters are valid, restated or otherwise modified or waived prior to binding and enforceable against the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem applicable Purchaser Entity and, to the Knowledge knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemPurchaser, each of the other parties thereto, in accordance with their respective terms, except as such enforceability may be (1) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally, by generally and (2) subject to general equitable principles (whether considered in a proceeding in equity or by at law). None of the discretion Commitment Letters has been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any Governmental Entity before which any proceeding seeking enforcement may be broughtrespect. There are no conditions precedent related to the funding obligations of the full amount Debt Financing Sources or the Equity Investor to provide the Financing, other than as set forth in or contemplated by the Commitment Letters. As of the Financing pursuant date of this Agreement, assuming the accuracy of the representations and warranties of Seller in Article III and subject to the satisfaction of the conditions contained in Section 6.1 and Section 6.2 and Seller’s compliance with its obligations under this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of the applicable Purchaser Entities, and to the knowledge of Purchaser, any other parties thereto, under the Commitment Letters. Purchaser will provide to Seller any amendments to the Commitment Letter, other Letters as promptly as possible after execution and delivery thereof. Other than as expressly set forth in the Commitment Letter. Subject to Letters, there are no agreements, side letters, arrangements or understandings (including any fee letters associated with the terms and conditions Debt Financing) that would, or would reasonably be expected to, (A) impair the enforceability of the Commitment LetterLetters, (B) reduce the aggregate amount of the Financing required to fund the Required Payment Amount, (C) impose new or additional conditions precedent to the Financing, or (D) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letters, in the case of clauses (C) and (D), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing. As of the date of this Agreement, assuming the accuracy of Cigna’s the representations and warranties of Seller in Article III and subject to the satisfaction of the conditions contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together 6.1 and Section 6.2 and Seller’s compliance with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with its obligations under this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Purchaser does not have any reason to believe that any of the conditions precedent to the Financing set forth in the Commitment Letters will not be satisfied or that the Financing aggregate proceeds from the Financing, together with any available cash of Purchaser or any other the Genesis Companies, will not constitute all the funds necessary for the satisfaction of all of AnthemPurchaser’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem and the payment of the Cash Consideration (the “Required Payment Amount”) on the Closing DateDate (provided, that Purchaser makes no representation regarding the satisfaction of conditions to the extent relating to Seller or the Company). Anthem The applicable Purchaser Entity has fully paid or caused to be fully paid all commitment fees or other fees that are required pursuant to the extent required Commitment Letters to be paid on or prior to the date of this Agreement in connection with the FinancingAgreement.

Financing. Anthem (a) As of the date hereof, Parent has delivered to Cigna (i) the Company a true, correct and complete fully executed copy of the a duly executed debt commitment letter, dated as of July 23the date hereof, 2015and Redacted Fee Letter (together with the term sheet and any other annexes, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments schedules or other attachments to such debt commitment letter and Redacted Fee Letter, each as amended, restated, amended and restated, supplemented or replaced from time to time in effect as whole or in part (and including amendments, modifications, supplements and replacements of the date and to such replacements) not in violation of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherAgreement, collectively, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted ), by and among New Wildlife and the Debt Financing Sources party thereto, pursuant to omit which the fee amounts). Pursuant toDebt Financing Sources have agreed, and subject to the terms and conditions oftherein, the Commitment Letter, the commitment parties thereunder have committed to lend provide debt financing in the amounts set forth therein (for the provision purposes of, among others, financing the Contemplated Transactions and the related fees and expenses to be incurred by or on behalf of such funds New Wildlife in connection therewith. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as set forth therein, the “Financing.” (b) for the purposes Except as expressly set forth in such the Debt Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There there are no conditions precedent related to the funding obligations of the Debt Financing Sources to provide the Financing or any terms that would permit the Debt Financing Sources to reduce the aggregate principal amount of the Financing (including pursuant to any “flex” provision) (other than as a result of any mandatory commitment reduction on a dollar-for-dollar basis in connection with the consummation of any asset sale or Alternative Debt Commitments (as defined below), or the issuance of any equity or equity-linked securities consummated in accordance with Section 4.2(d)(ii), in each case, as contemplated by the Debt Commitment Letter providing, when taken together with other sources of funds immediately available to Parent, New Wildlife, Merger Sub I and Merger Sub II, as applicable, the Financing Amounts (as defined below) on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, as of the date hereof, Parent does not have any reason to believe (i) that it or New Wildlife will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it or New Wildlife in the Debt Commitment Letter on or prior to the Closing Date, (ii) that the conditions thereof will not otherwise be satisfied or (iii) subject to Section 5.22(d), that the full amount of the Financing committed pursuant to the Debt Commitment LetterLetter will not be available on the Closing Date. There are no side letters, or other agreements, Contracts or arrangements of any kind to which Parent, New Wildlife or any of their respective controlled Affiliates are a party relating to the Debt Commitment Letter or the Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Company on or prior to the date of this Agreement (other than any customary engagement letter or any side letter solely with respect to the payment of fees, credits and/or appointment or roles and/or titles, in each case that does not impact the conditionality or aggregate amounts committed pursuant to the Financing and could not reasonably be expected to prevent, impair or delay the consummation of the Financing). (c) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, the aggregate amounts committed pursuant to the Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), together with all other available sources of funding to Parent and New Wildlife, shall provide New Wildlife with cash proceeds on the Closing Date sufficient for the satisfaction of all of New Wildlife’s obligations under this Agreement and the Debt Commitment Letter, including the payment of the Merger Consideration (assuming that the aggregate amount of Cash Election Consideration payable pursuant to this Agreement is equal to the Available Maximum Aggregate Cash Amount), the Arrangement Consideration and any other amounts payable by New Wildlife, Parent, Merger Sub I, Merger Sub II, Bidco, the First Step Surviving Company, or the Surviving Company (i) under this Agreement, the Plan of Arrangement and the Debt Commitment Letter, (ii) in respect of any fees and expenses in connection with the Contemplated Transactions, and (iii) for any repayment of any outstanding indebtedness of the Company and the other Acquired Companies under the Company Credit Agreement (such amounts, collectively, the “Financing Amounts”). (d) The Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligations of New Wildlife and, to the Knowledge of Parent, all of the other parties thereto and is in full force and effect, subject to Enforceability Limitations. Subject As of the date hereof, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) could, or could reasonably be expected to, (i) constitute or result in a default, breach or failure to satisfy a condition by New Wildlife or, to the Knowledge of Parent, any other parties thereto under the terms and conditions of the Debt Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (iii) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedentany of the terms or conditions set forth in the Debt Commitment Letter required to be complied with or satisfied by such party, or (iii) otherwise result in each case, on any portion of the part of Anthem or, Financing not being available when required pursuant to the Knowledge terms of Anthem, any other party to the Debt Commitment Letter, under . As of the Commitment Letterdate hereof, and (ii) Anthem subject to Section 5.22(d), New Wildlife does not have any reason to believe that any of the conditions to the Financing will not be satisfied by New Wildlife on a timely basis or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem New Wildlife on the Closing Date. Anthem New Wildlife has fully paid paid, or caused to be paid, in full any and all commitment fees or other fees to the extent required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to before the date of this Agreement, and will pay, or cause to be paid, in full any such amounts due on or before the Closing Date as and when due. The Debt Commitment Letter (i) as of the date hereof, has not been amended, modified, supplemented, terminated, rescinded or replaced in any respect, (ii) will not be amended, modified, supplemented, terminated, rescinded or replaced at any time through the Closing, except in a manner not in violation of this Agreement (with any such modification, amendment, supplement, termination, recession or replacement promptly notified in connection with writing to the FinancingCompany) and (iii) as of the date hereof, none of the commitments under the Debt Commitment Letter have been terminated, reduced, withdrawn, repudiated or rescinded in any respect, and, subject to Section 5.22(d), no termination, reduction, withdrawal, repudiation or rescission thereof is contemplated; provided, that the existence or exercise of “flex” provisions contained in the Redacted Fee Letter shall not constitute an amendment or modification of the Debt Commitment Letter. In no event shall the receipt by, or the availability of any funds or financing to, Parent or any of its Affiliates or any other financing be a condition to Parent’s or New Wildlife’s obligation to consummate the Contemplated Transactions.

Financing. Anthem Parent has delivered to Cigna (i) a the Company true, correct and complete fully executed copy of the commitment lettercopies, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement, of (i) an executed Investment Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherto provide, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions oftherein, equity financing in the Commitment Letter, the commitment parties thereunder have committed to lend the amounts aggregate amount set forth therein (being collectively referred to as the provision of such funds as “Equity Financing”), and (ii) an executed Debt Commitment Letter to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth thereintherein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”) for ). As of the purposes set forth in such Commitment Letter. The date of this Agreement, neither the Investment Agreement nor Debt Commitment Letter has been amended or modified and the respective commitments contained in such letters have not been amendedwithdrawn or rescinded in any respect. As of the date of this Agreement, restated each of the Investment Agreement and the Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and Holdco, respectively, and to the knowledge of Parent, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, or otherwise modified similar laws affecting the enforcement of creditors’ rights generally or waived prior by equitable principles relating to enforceability. Parent has fully paid, or is paying, substantially contemporaneously with the execution and delivery of this Agreement, any and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to in connection with the extent required to be paid Investment Agreement and the Debt Commitment Letter that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Financing Letters will, together with cash and cash equivalents available to Parent in the aggregate be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, Parent has no reason to believe that it or Holdco, as applicable, will be unable to satisfy any term or condition of closing to be satisfied by it contained in connection the Financing Letters. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Holdco under any term or condition of the Financing Letters or that would, individually or in the aggregate, permit the financial institutions party thereto to terminate, or to not make the initial funding of the facilities to be established thereunder upon satisfaction of all conditions thereto; provided that none of Parent, Holdco, or Merger Sub are making any representations in this Section 4.14 regarding the effect of the inaccuracy of any of the representations and warranties in Article III. Except as set forth in the Financing Letters, there are no (i) conditions precedent to the respective obligation of the investors to fund the full amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, side letters or arrangements relating to the Financing to which either Parent, Holdco, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Commitment Letter or the investors providing the Investment Agreement to reduce the total amount of the Financing (other than retranching or reallocating the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing), or that would materially and adversely affect the availability of the Debt Financing or the Equity Financing.

Financing. Anthem (a) Parent has delivered to Cigna (i) a the Company true, correct and complete fully executed copy copies of (a) the commitment letter, dated as of July 23, 2015the date hereof, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC Parent and UBS AGthe Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments to such commitment letter (the “Debt Commitment Letter”) and (b) the fee letter, dated as of the date hereof, with respect thereto, including all exhibits, schedules, annexes and amendments to such fee letter (provided that the fee amounts, pricing caps and the rates, amounts and other economic terms included in the “market flex” and certain other economic terms of such fee letter (and its exhibits, schedules, annexes and amendments thereto) may be redacted so long as none of such redacted provisions adversely affect the conditionality, enforceability or termination provisions of the Debt Letters or reduce the aggregate principal amount of the Debt Financing contemplated hereby), in each case, in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of along with the fee letter referenced therein (togetherDebt Commitment Letter, the “Commitment LetterDebt Letters”) (it being understood that such fee letter has been redacted ), pursuant to omit the fee amounts). Pursuant to, which and subject to the terms and conditions of, thereof the Commitment Letter, the commitment parties thereunder Debt Financing Sources party thereto have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, but subject to the provisions of Section 6.15, the “Debt Financing”) for the purposes set forth in such Commitment LetterDebt Letters. The Commitment Letter has As of the execution and delivery of this Agreement, the Debt Letters have not been amended, restated or otherwise modified or waived prior in any respect (and no amendment, restatement, modification or waiver is contemplated, other than customary joinders solely to add Debt Financing Sources) and to the execution and delivery Knowledge of this Agreement, and Parent (i) the respective commitments contained in the Commitment Letter Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement(ii) no such withdrawal, rescission, amendment, restatement or modification has been threatened by any Debt Financing Source party thereto. As of the execution and delivery of this Agreement, the Commitment Letter is Debt Letters are in full force and effect and constitutes constitute the legal, valid valid, enforceable and binding obligation obligations of each of Anthem Parent and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, thereto (except insofar as such enforceability may be limited by laws bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any proceeding seeking enforcement may be broughtequitable remedies, whether considered in a Proceeding at law or in equity). There As of the date of this Agreement, there are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing pursuant to the Commitment LetterDebt Letters, other than as expressly set forth in the Commitment Lettersuch letters. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other The financial resources of AnthemParent are, willand will be as of the Closing, in the aggregate, be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the Cash Considerationaggregate Merger Consideration (including all amounts payable in respect of Company RSUs and Company PSUs under this Agreement), and any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and consummation of the other transactions contemplated herebyTransactions. As of the execution and delivery date of this Agreement, (i) assuming the satisfaction of the conditions to the Merger set forth in Section 7.1 and Section 7.3, no event has occurred which which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent under the Debt Letters or, to the Knowledge of AnthemParent, any other Debt Financing Source party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any Debt Letters. As of the conditions date of this Agreement, there are no side letters or other agreements, Contracts or arrangements related to the Financing will not be satisfied or that the Debt Financing or any other funds necessary for the satisfaction funding of all or any part of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing DateDebt Financing other than as expressly set forth in the Debt Letters. Anthem Parent has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingDebt Financing and satisfied all of the other terms and conditions required to be satisfied by Parent on or prior to the date hereof. As of the date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 7.1 and Section 7.3, (i) Parent has no reason to believe that any of the conditions to the Debt Financing will not be satisfied, (ii) the Parent does not have Knowledge, as of the date of this Agreement, of any reason that the full amount of the Debt Financing will not be made available to Parent, in each case, as of the time at which the Closing is required to occur pursuant to Section 2.3, subject to and in accordance with the terms of the Debt Letters.

Financing. Anthem (a) Sequential has delivered to Cigna (i) MSLO a true, complete and correct and complete fully executed copy of the executed debt commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of hereof between Sequential and GSO Capital Partners, LP (such commitment letter and all fee letters associated therewith, in each case as amended or otherwise modified only to the extent permitted by this Agreement and (ii) a correct and complete fully executed copy of Agreement, collectively, “Financing Commitments”), pursuant to which the fee letter referenced therein (togetherlenders party thereto have committed, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder have committed to lend the aggregate principal amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the provision of such funds as set forth therein, the “Financing”). As of the date hereof, (a) for the purposes set forth in such Commitment Letter. The Commitment Letter has Financing Commitments have not been amended, restated or otherwise modified modified, (b) no amendment, restatement or waived prior other modification to the execution Financing Commitments is contemplated and delivery of this Agreement, and (c) the respective commitments contained in the Commitment Letter Financing Commitments have not been reduced, withdrawn, rescinded, amended, restated terminated or otherwise modified rescinded in any respect and, to Sequential’s knowledge, no reduction, withdrawal, termination or rescission is contemplated. Except for the fee letter referenced in the Financing Commitments (a true, complete and correct copy of which has been provided to MSLO, with only fee amounts and certain economic terms of the market flex agreed to by the parties redacted, none of which redacted provisions will adversely affect the availability of, or impose conditions on the availability of, the full amount of the Financing at Closing), there are no side letters or other agreements, Contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to MSLO on or prior to the execution and delivery of this Agreementdate hereof. As of the execution and delivery of this Agreementdate hereof, the Commitment Letter is Financing Commitments are in full force and effect and constitutes constitute the legal, valid and binding obligation of each of Anthem andSequential, and to the Knowledge knowledge of ▇▇▇▇▇▇Sequential, ▇▇▇ the other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties theretotheir terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles of equity (regardless of whether considered in a proceeding in equity or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtat law). There are no conditions precedent or other contingencies (including pursuant to any “market flex” provisions in the related fee letter or otherwise) related to the funding of the full amount of the Financing pursuant to the Commitment LetterFinancing, other than as expressly set forth in the Commitment LetterFinancing Commitments. Subject to As of the date hereof, (i) Sequential is not in default or breach under the terms and conditions of the Commitment Letter, Financing Commitments and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, would constitute a default) default or result in a failure to satisfy a condition precedent, in each case, breach on the part of Anthem Sequential or, to the Knowledge knowledge of AnthemSequential, any other party to the Commitment Letterthereto, under the Commitment Letter, terms and conditions of the Financing Commitments and (ii) Anthem does Sequential has not have received any reason to believe that any written notice of the conditions to the Financing will not be satisfied such default or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s event. All commitment and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date hereof under the Financing Commitments have been paid and, assuming the satisfaction of this Agreement the conditions precedent to Sequential’s obligations in Section 7.1 and 7.3 hereunder, Sequential does not have any reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to availability of the Financing or that the full amount of the Financing will not be made available to Sequential on the Closing Date and, as of the date hereof, Sequential is not aware of the existence of any facts or events that would reasonably be expected to cause such conditions to the Financing not to be satisfied or the full amount of the Financing not to be available. The aggregate proceeds contemplated to be provided under the Financing Commitments, together with Sequential’s existing resources, in the aggregate, will be sufficient to make all required payments in connection with the MSLO Merger and the other transactions contemplated hereby, including payment of the MSLO Cash Consideration, any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of MSLO and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection therewith) and all other amounts to be paid pursuant to this Agreement and associated fees, costs and expenses of the Mergers and the other transactions contemplated hereby, including the Financing, on the Closing Date. Sequential affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that it obtain financing for, or related to, any of the transactions contemplated by this Agreement.

Financing. Anthem has delivered (a) Acquiror shall use commercially reasonable efforts to Cigna take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate an equity financing with net proceeds of no less than $1,100,000,000 (ithe “Equity Amount”) a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect soon as of reasonably practicable after the date of this Agreement. (b) In the event that Acquiror has not consummated an equity financing with net proceeds equal to or greater than the Equity Amount by the 10th Business Day following the date of this Agreement, then Acquiror shall pay to AT&T, as liquidated damages and not as a penalty, on the 11th Business Day following the date of the Agreement and on every 7th day thereafter (or on next Business Day if such day is not a Business Day) the Weekly Amount in immediately available funds to an account designated by AT&T; provided, however, that Acquiror’s obligation to pay to AT&T the Weekly Amount shall terminate (and no further Weekly Amount payments shall come due or be payable) upon the earliest to occur of (i) the date on which the equity financing described in Section 9.11(a) is consummated, (ii) the Initial Closing Date and (iii) the termination of this Agreement in accordance with its terms. For the purposes of this Agreement, “Weekly Amount” means, (i) for the first payment due pursuant to this Section 9.11(b), $1,000,000 and (ii) a correct and complete fully executed copy for each payment due pursuant to this Section 9.11(b) thereafter, an amount equal to $1,000,000 plus the amount due in respect of the fee letter referenced therein immediately preceding payment (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amountswhether or not paid). Pursuant toFor the avoidance of doubt, and subject no amounts that become payable to AT&T pursuant to this Section 9.11(b) shall be credited against the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated Consideration or otherwise modified or waived prior reimbursable to Acquiror. From and after the execution consummation of the equity financing with net proceeds of no less than the Equity Amount, Acquiror shall maintain available cash, committed financing (including under any portion of Debt Financing Commitment) and delivery of this Agreement, available capacity under its existing revolving credit facility sufficient in the aggregate to enable Acquiror and the respective commitments contained in Tower Operator to consummate the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Anthem (a) Parent has delivered to Cigna the Company true and complete copies of (i) a correct and complete fully the executed copy of the commitment letter, dated as of July 23the date hereof, 2015, by and among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC Parent and UBS AG, the financial institutions party thereto including all exhibits, schedules, schedules and annexes and amendments to such letter in effect as of the date execution and delivery of this Agreement and (ii) a correct and complete fully the executed copy of the fee letter referenced therein letters related thereto (together, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to,” and, and subject to the terms and conditions oflast sentence of Section 7.13(c), the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for (it being understood that such fee letters have been redacted to remove fees, the purposes set forth rates and amounts in such Commitment Letterthe “market flex,” if any, and other economic terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). The Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the execution and delivery of this Agreement, other than the Debt Commitment Letter, there are no side letters or other written agreements, contracts or arrangements that impose conditions or other contingencies related to the funding of the full amount of the Financing. As of the execution and delivery of this Agreement, there are no conditions or other contingencies related to the respective funding of the full amount of the Financing, other than as expressly set forth in the Debt Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect prior to the execution and delivery date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force represents (A) a valid, binding and effect and constitutes the legal, valid and binding enforceable obligation of each of Anthem and, Parent and (B) to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ a valid, binding and enforceable obligation of each other parties party thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge case of Anthem, each of the other parties theretoclauses (A) and (B), except as may be limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyEnforceability Limitations. As of the execution and delivery of this Agreement, (i1) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived and (2) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. Parent or the Parent Subsidiaries have fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to the execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due at or before the Effective Time. As of the execution and delivery of this Agreement, no event has occurred which occurred, which, with or without notice, lapse of time or both, would reasonably be expected to (x) constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or, to the Knowledge of AnthemParent, any other party to the Debt Commitment Letter, under (y) to the Knowledge of Parent, provide a basis for termination of the Debt Commitment LetterLetter by any other party thereto, or (z) result in a failure of any condition to the funding of the full amount of the Financing or otherwise result in any portion of the Financing being unavailable at the Effective Time. Assuming satisfaction of the conditions set forth in Section 8.1 and (ii) Anthem does not have any Section 8.2, Parent has no reason to believe that any of the conditions to funding set forth in the Debt Commitment Letter will not be satisfied, nor does Parent have knowledge, as of the execution and delivery of this Agreement, that the Financing will not be satisfied or that made available to Parent on the Financing or Closing Date in accordance with the terms of the Debt Commitment Letter. (b) Assuming the accuracy of the representations and warranties set forth in Article IV and the Company’s compliance with its obligations in this Agreement, the proceeds of the Financing, if funded, together with any other available cash of Parent, the Company and their respective Subsidiaries, shall constitute sufficient funds necessary for the satisfaction of Parent and Merger Sub to (i) make all of Anthem’s and its Subsidiaries’ obligations cash payments contemplated to be made by them under this Agreement will not be available to Anthem on at the Closing Date. Anthem has fully paid all commitment fees in connection with the Merger (including the repayment or other fees prepayment of the obligations under the Company Credit Agreement in an amount up to the extent obligations (other than obligations which, by the terms of the Company Credit Agreement (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement) and (ii) pay all related fees and expenses required to be paid by them on or prior to the date of this Agreement in connection with Closing Date (the Financing“Financing Amounts”).

Financing. Anthem (a) Parent has delivered to Cigna the Company (i) a correct true and complete copy of a fully executed copy of the commitment letter, dated as of July 23, 2015the date hereof, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities Parent and the Financing Sources party thereto (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, and annexes and amendments to such letter letters in effect as of the date of this Agreement hereof), pursuant to which the Financing Sources have committed, upon the terms and subject to the conditions set forth therein, to provide the debt financing described therein in connection with the transactions contemplated hereby and (ii) a correct true and complete fully executed copy of the fully executed fee letter referenced therein (together, the “Debt Commitment Letter”) relating to fees with respect to the Debt Financing (it being understood that such redacted to remove only fee amounts, the rates and amounts included in the “market flex” provisions and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of the Debt Financing)). The Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter and related fee letter has been redacted to omit the fee amounts). Pursuant toin connection with any Alternative Financing) executed in accordance with Section 7.06, and subject to the terms and conditions ofas replaced, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise supplemented, modified or waived prior in accordance with Section 7.06, including all exhibits, schedules, and annexes to such letters, are hereinafter referred to together as the “Debt Commitment Letters”. The financing contemplated pursuant to the execution and delivery of this Agreement, and Debt Commitment Letters is hereinafter referred to as the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. “Debt Financing”. (b) As of the execution and delivery date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the is a legal, valid and binding obligation of each of Anthem andParent, and to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ the other parties thereto, and enforceable in accordance with its terms against Anthem andParent, and to the Knowledge knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generallyin each case, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related subject to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment LetterBankruptcy and Equity Exceptions. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts All commitment fees required to be paid under the Debt Commitment Letters have been paid in full by Parent or will be duly paid in full by Parent as and when due, and Parent has otherwise satisfied all of the other items and conditions required to be satisfied by Parent, and within its control, pursuant to Article II and any other fees and expenses reasonably expected the terms of the Debt Commitment Letter on or prior to be incurred in connection with the date of this Agreement. The Debt Commitment Letter has not been amended, restated, modified or terminated, nor has compliance with any term thereof been waived, on or prior to the Mergers date of this Agreement and the other transactions contemplated herebyrespective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any respect on or prior to the date of this Agreement. As of the execution and delivery date of this Agreement, (i) no event has occurred which which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or, to the Knowledge knowledge of AnthemParent, any other party to the Commitment Letterparty, under the Debt Commitment Letter, Letter and (ii) Anthem does not have any reason to believe assuming the accuracy of the Company’s representations and warranties contained in Article IV and compliance by the Company with its covenants contained in Article VI and Article VIII, in each case, in all material respects, Parent has no knowledge that any of the conditions to the Debt Financing will not be satisfied on the Closing Date or that the Debt Financing or any other funds necessary for the satisfaction of all of AnthemParent’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem Parent on the Closing Date. Anthem has fully paid all commitment fees or The consummation of the Debt Financing is subject to no conditions precedent other fees than those expressly set forth in the copy of the Debt Commitment Letter delivered to the extent required Company, and there are no contingencies that would permit the Financing Sources to be paid reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter delivered to the Company on or prior to the date hereof. Except for any engagement letters or related fee letters related to the permanent financing referred to in the Debt Commitment Letters, as of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements to which Parent or Merger Sub or any of their respective Affiliates are a party related to the funding of the Debt Financing. Assuming (A) the funding of the full amount of the Debt Financing in accordance with and subject to the satisfaction of the conditions of the Debt Commitment Letter and (B) the accuracy in all material respects of the Company’s representations and warranties set forth in Article IV of this Agreement and compliance in connection all material respects by the Company with its covenants, agreements and obligations under Article VI and Article VIII of this Agreement, the aggregate proceeds of the Debt Financing, together with cash or cash equivalents held by Parent and the other sources of funds referenced in the Debt Commitment Letters, as of the Merger Effective Time, will be sufficient to enable Parent to pay in cash all amounts required to be paid by Parent and Merger Sub in cash on the Closing Date, including the Cash Consideration, and all payments, fees and expenses payable by them related to or arising out of the consummation of the transactions contemplated by this Agreement that are required to be paid as of such date. The obligations of Parent and Merger Sub hereunder are not conditioned in any manner upon Parent or Merger Sub obtaining any financing.

Financing. Anthem (a) Parent has delivered to Cigna the Company true, correct and complete copies of (i) a correct and complete the fully executed copy of the debt commitment letter, dated as of July 23the date hereof, 2015, among Anthem, between Parent and Barclays Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AGPLC, including all exhibitsannexes, schedulesschedules and exhibits thereto, annexes and amendments pursuant to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherwhich Barclays Bank PLC has agreed, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject only to the terms and conditions of, to availability set forth in the Financing Commitment Letter, the commitment parties thereunder have committed to lend provide Parent with debt financing in the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been of financing the transactions contemplated hereby and the Plan Transactions (as amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreementsupplemented, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated replaced or otherwise modified in any respect prior to accordance with the execution terms thereof and delivery of this Agreement. As of the execution and delivery of this Agreement, the “Financing Commitment Letter”; the financing intended to be incurred pursuant to the Financing Commitment Letter, as it may be amended, supplemented, replaced or otherwise modified in accordance with the terms of this Agreement, the “Debt Financing”) and (ii) the fully executed fee letter referred to in the Debt Commitment Letter (as amended, supplemented, replaced or otherwise modified in accordance with the terms thereof and of this Agreement, the “Financing Fee Letter” and, together with the Financing Commitment Letter, the “Financing Letters”); provided, that in the case of Financing Fee Letter, the fee amounts, yield or interest rate caps, original issue discount amounts, “market flex” and other economic terms set forth therein, none of which shall adversely affect the amount or availability of the Debt Financing, may be redacted in a customary manner. (b) As of the date hereof, each of the Financing Letters, in the form so delivered, is in full force and effect and constitutes is the legal, valid valid, binding and binding enforceable obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as such enforceability may be limited by laws applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by at Law). The Financing Letters have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented, replaced or otherwise modified in any respect except, after the discretion date hereof, as expressly permitted pursuant to Section 7.15. (c) As of the date hereof, no event has occurred or circumstance exists that, with or without notice, the lapse of time or both, would reasonably be expected to constitute or result in a breach, default or failure to satisfy a condition on the part of Parent (or, to the knowledge of Parent, any Governmental Entity before which other Person) under the Financing Letters. (d) As of the date hereof, neither Parent nor any proceeding seeking enforcement may be brought. There are no of its Affiliates has entered into any side letters, contracts or other agreements or arrangements relating to the Debt Financing that impose conditions precedent or other contingencies related to to, or could affect, the funding of the full amount of the Financing pursuant to the Commitment LetterDebt Financing, in each case other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyFinancing Letters. As of the execution date hereof, the Financing Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to Parent and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, its Affiliates on the part terms in the Financing Letters. As of Anthem orthe date hereof, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any Parent has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or satisfied, nor does Parent have knowledge, as of the date hereof, that the Debt Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be made available to Anthem Parent on the Closing Date. Anthem Date in accordance with the terms of the Financing Letters. (e) The net proceeds of the Debt Financing (both before and after giving effect to any “market flex” provisions), when funded on the Closing Date in accordance with the Financing Letters, together with other financial resources of Parent, will provide Parent with funds at the Effective Time sufficient to: (i) pay all cash amounts required to be paid by Parent under or in connection with this Agreement; (ii) pay any and all fees and expenses of or payable by Parent with respect to the transactions contemplated by this Agreement and the Plan Transactions, including the Mergers and the Debt Financing; (iii) repay any Indebtedness required to be repaid in connection with the consummation of the transactions contemplated hereby; and (iv) satisfy all of the other payment obligations of Parent contemplated by this Agreement or related to any of the transactions contemplated by this Agreement and the Plan Transactions. (f) Parent has fully paid (or caused to be fully paid) any and all commitment fees or other fees to the extent that are required to be paid on or prior pursuant to the date terms of any Financing Letter. (g) Assuming the accuracy on the Closing Date of all of the representations and warranties of the Company in this Agreement, after giving effect to the transactions contemplated by this Agreement and the Plan Transactions, including the payment of the aggregate Merger Consideration, the payment of all other amounts required to be paid in connection with the Financingconsummation of the transactions contemplated by this Agreement and the Plan Transactions and the payment of all related fees and expenses, Parent will be Solvent at and immediately after the Effective Time.

Financing. Anthem (a) Parent has delivered to Cigna Stockholder true, correct and complete copies of (i) a correct and complete fully the executed copy of the commitment letter, dated as of July 23, 2015the date hereof, among AnthemParent and AIF VII Euro Holdings, L.P. (the “Equity Commitment Letter”), pursuant to which AIF VII Euro Holdings, L.P. has committed, subject to the terms and conditions thereof, to invest the cash amounts set forth therein in the manner set forth therein, and of which Stockholder is a third-party beneficiary and entitled to specific performance of the terms thereof (the “Equity Financing”) and (ii) the executed commitment letter(s), dated as of the date hereof, among Merger Sub and each of Bank of America, N.A., N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LynchSenior Funding, PierceInc. (the “Debt Commitment Letter” and, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of together with the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherEquity Commitment Letter, the “Commitment LetterFinancing Letters”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant tocounterparties thereto have committed, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder have committed to lend to Merger Sub the amounts set forth therein therein, of which no less than $50,000,000 of commitments will be made available to Merger Sub under a revolving credit facility (the provision of such funds as set forth therein“Credit Facility”), (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for ). The amounts to be provided pursuant to the purposes set forth Equity Financing, if funded in such accordance with the terms of the Equity Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived will be sufficient for Parent, when required, to contribute sufficient cash to Merger Sub such that Merger Sub will have, immediately prior to the execution and delivery of this AgreementClosing, and without giving effect to the respective commitments contained Debt Financing, cash in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly amounts set forth in the Equity Commitment Letter. Subject to At the terms and conditions of the Commitment LetterClosing, and assuming the accuracy consummation of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Debt Financing, together with other financial resources of Anthem, will, Merger Sub shall have cash in amount sufficient to pay the aggregate, be sufficient for the payment of the Cash Consideration, Closing Payment (without regard to any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers Estimated Working Capital Adjustment) and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Pre-Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingDividend.

Financing. Anthem ICE has delivered to Cigna (i) NYSE Euronext a correct true and complete fully executed copy of the commitment letter, dated as of July 23April 19, 20152011 among ICE and ▇▇▇▇▇ Fargo Bank, among AnthemNational Association, ▇▇▇▇▇ Fargo Securities, LLC, Bank of America, N.A., and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities Incorporated (USA) LLC, UBS Securities LLC and UBS AGthe “ICE Financing Sources”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together“ICE Commitment Letter”, together with the NASDAQ OMX Commitment Letter, the “Commitment LetterLetters”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth thereinin the ICE Commitment Letter, the “ICE Financing”, together with the NASDAQ OMX Financing, the “Financing”) ), pursuant to which and subject to the terms and conditions thereof each of ICE Financing Sources have severally agreed to lend the amounts set forth therein, for the purposes set forth in such the ICE Commitment Letter. The ICE Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery date of this Agreement, and the respective commitments contained in the ICE Commitment Letter have not been withdrawn, rescinded, amended, restated modified or otherwise modified rescinded in any respect prior to the execution and delivery date of this Agreement. As of the execution and delivery date of this Agreement, the ICE Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem ICE, as applicable and, to the Knowledge knowledge of ▇▇▇▇▇▇ICE, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the ICE Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment LetterSources. Subject to the terms and conditions of the ICE Commitment Letter, and assuming the accuracy of CignaNYSE Euronext’s representations and warranties contained in Section 3.2 3.1(b) and assuming compliance by NYSE Euronext in all material respectsrespects with its covenants contained in Article IV, the net proceeds contemplated from the ICE Financing, together with other financial resources of AnthemICE, including cash on hand and marketable securities of ICE on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of the obligations of ICE under this Agreement, including the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other of all fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyherewith. As of the execution and delivery date of this Agreement, (i) (assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(g)) no event has occurred which would constitute a breach that (with or default (or an event which with without notice or lapse of time or both both) would constitute a breach or default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem ICE under the ICE Commitment Letter or, to the Knowledge knowledge of AnthemICE, any other party to of the Commitment Letter, under the Commitment LetterICE Financing Sources, and (ii) Anthem does not have any subject to the satisfaction of the conditions contained in Section 5.1, ICE has no reason to believe that any of the conditions to the ICE Financing will not be satisfied or that the ICE Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ the obligations of ICE under this Agreement and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Anthem ICE on the Closing Date. Anthem ICE has fully paid all commitment fees or other fees to the extent required required, as applicable, to be paid on or prior to the date of this Agreement in connection with pursuant to the FinancingICE Commitment Letter.

Financing. Anthem has delivered (a) Spinco shall use reasonable best efforts to Cigna (i) a correct and complete fully executed copy maintain in effect, until the earlier of the initial funding of the Spinco Financing (as defined below) and the replacement of the Spinco Financing with the Permanent Financing (as defined below), in each case, in an amount sufficient to fund (and in any event not to exceed) the sum of the Spinco Special Cash Payment and the Additional Amount (the “Spinco Consideration Amount”), the bridge commitment letter, dated as of July 23, 2015, among Anthem, Bank the date of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities this Agreement (USAincluding: (A) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter agreement in effect as of the date hereof; and (B) any associated fee letters (together, as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement and thereof, the “Spinco Commitment Letter”)), from the financing sources party thereto (together with all additional lenders, agents and financing sources added to the Spinco Commitment Letter, the “Spinco Lenders”), pursuant to which, among other things, the Spinco Lenders have committed to provide Spinco with debt financing in the amount set forth therein (the debt financing contemplated by the Spinco Commitment Letter, together with any amendment, modification, supplement, restatement, substitution or waiver thereof in accordance with the terms of this Agreement being referred to as the “Spinco Financing”), (ii) a correct negotiate definitive agreements with respect to the Spinco Financing, on the terms and complete fully executed copy of conditions contained in the fee letter referenced therein Spinco Commitment Letter or on such other terms as are reasonably acceptable to Remainco and RMT Partner (togetherthe “Spinco Financing Agreements”) and negotiate definitive agreements with respect to the Permanent Financing (as defined below) as directed by the RMT Partner in accordance with the immediately following sentence (the “Permanent Financing Agreements” and, together with the Spinco Financing Agreements, collectively, the “Financing Agreements”), (iii) materially comply with the obligations that are set forth in the Spinco Commitment Letter and the Financing Agreements that are applicable to Spinco and satisfy (or if deemed advisable by Spinco and RMT Partner, seek a waiver of) on a timely basis all conditions precedent in the Spinco Commitment Letter and the Financing Agreements that are within its control, and (iv) in the event that all conditions to funding in the Spinco Commitment Letter or the Financing Agreements are satisfied at or prior to the Distribution, consummate the Financing (as defined below) at or prior to the Distribution (subject to Section 8.19(k) with respect to the Additional Amount). Notwithstanding anything to the contrary in this Section 8.19, RMT Partner shall have the right to direct Spinco to replace all or a portion of the Spinco Financing with (x) the proceeds of consummated capital markets debt or equity (including preferred or other hybrid equity) financing and/or (y) commitments in respect of other long term debt from the same and/or alternative bona fide third-party financing sources (any such financing (which may include any sale or exchange of Spinco Debt Securities), the “Permanent Financing” and, together with the Spinco Financing, the “Financing”) so long as (1) all conditions precedent to effectiveness of definitive documentation for such financing have been satisfied and the conditions precedent to funding of such financing are in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Spinco than) the conditions precedent set forth in the Spinco Commitment Letter and (2) the terms thereof shall be (A) consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (as determined by Remainco in good faith in consultation with RMT Partner) and (B) reasonably acceptable to Remainco and Spinco; provided that, if any Financing is proposed to be consummated prior to the earlier of (i) February 14, 2022 and (ii) the date of obtaining the Private Letter Ruling, RMT Partner and Remainco shall jointly agree on when to consummate such Financing and no such Financing shall be issued or incurred prior to the satisfaction of the conditions set forth in ARTICLE IX (other than those that would be satisfied by action at the Closing and other than the condition in Section 9.3(h)) without the consent of each of RMT Partner and Remainco, which in each case shall not be unreasonably withheld, conditioned or delayed. (b) In the event any funds in the amounts set forth in the Spinco Commitment Letter or the Financing Agreements, as applicable, or any portion thereof, become unavailable on the terms and conditions contemplated in the Spinco Commitment Letter or the Financing Agreements, as applicable, Spinco (in consultation in good faith with RMT Partner, and, with respect to any Alternative Financing (as defined below) that is in the form of the Permanent Financing, at the direction of RMT Partner) shall use its reasonable best efforts to arrange and obtain promptly any such portion from the same or alternative sources, in an amount sufficient, when added to the portion of the Financing that is available, to allow Spinco to fund the Spinco Consideration Amount (the “Alternative Financing”; it being understood that the amount of any Alternative Financing shall not exceed the Spinco Consideration Amount), and obtain a new financing commitment that provides for such financing; provided that, in each case, (i) the terms of the Alternative Financing must (A) be consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (including Section 8.19(k) to the extent applicable) (as determined by Remainco in good faith in consultation with RMT Partner) and (B) be customary and reasonable in light of then-prevailing market terms, (ii) the terms and conditions of the Alternative Financing, taking into account and after giving effect to the Spinco Special Cash Payment, the Securities Exchange, the Merger and the other transactions contemplated hereby, would not reasonably be expected to result in any of Spinco (as the survivor of the Merger) or the RMT Partner having a Below Investment Grade Rating (in each case, as determined by RMT Partner in good faith in consultation with Remainco), (iii) the terms and conditions of the Alternative Financing shall not be materially less favorable, taken as a whole, to Spinco or RMT Partner than those in the Spinco Commitment Letter as in effect on the date hereof and (iv) none of Spinco or any of its Affiliates shall agree (without the consent of RMT Partner (such consent not to be unreasonably withheld, conditioned or delayed)) to any Alternative Financing that would result in the payment of fees or interest rates applicable to Spinco Financing in excess of those contemplated by the Spinco Commitment Letter”. As used herein, the term “Spinco Commitment Letter” shall be deemed to include any new commitment letters entered into in accordance with this Section 8.19(b) and the term “Financing” shall be deemed to include any Alternative Financing obtained in accordance with this Section 8.19(b). (c) Each of Spinco and RMT Partner shall give the other Party prompt written notice upon it obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, (ii) any actual or threatened withdrawal, repudiation or termination of the Financing by any of the Financing Sources and (iii) any material dispute or disagreement between or among any of the parties to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable; provided that in no event shall Spinco or RMT Partner be under any obligation to disclose any information pursuant to clauses (i), (ii) or (iii) that would waive the protection of attorney-client or similar privilege if Spinco or RMT Partner shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Neither Spinco nor RMT Partner shall, without the prior written consent of the other Party, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, in a manner that (i) (A) reduces the aggregate amount of the Financing such that the aggregate funds that would be available to Spinco on the date of Distribution would not be sufficient to provide the funds required to fund the Spinco Consideration Amount or (B) increases the aggregate amount of the Financing such that the aggregate funds would exceed the Spinco Consideration Amount, (ii) adds or expands on the conditions precedent to the funding of the Financing as set forth in the Spinco Commitment Letter as in effect on the date hereof or the Permanent Financing Agreements, as applicable, in a manner that could materially delay or prevent or make materially less likely the funding of the Financing on the date of Distribution or (iii) materially adversely affects the ability of Spinco to enforce its rights against the Spinco Lenders under the Spinco Commitment Letter as in effect on the date hereof or against the Financing Sources with respect to the Permanent Financing under the Permanent Financing Agreements, as applicable; provided that notwithstanding the foregoing, Spinco may (in consultation with RMT Partner) (i) implement or exercise any of the “market flex” provisions exercised by the Spinco Lenders in accordance with the Spinco Commitment Letter as of the date hereof or (ii) amend and restate the Spinco Commitment Letter or otherwise execute joinder agreements to the Spinco Commitment Letter solely to add additional Spinco Lenders. (d) Until the earliest of the Closing, the valid termination of this Agreement in accordance with Article X and the replacement of the Spinco Financing with Permanent Financing, each of RMT Partner and Merger Sub shall provide to Spinco and the Spinco Lenders, and shall use reasonable best efforts to cause RMT Partner’s Subsidiaries and RMT Partner’s Representatives to provide to Spinco and the Spinco Lenders, on a timely basis, such cooperation that may be reasonably requested by Spinco or the Spinco Lenders in connection with the arrangement and consummation of the Spinco Financing, including: (i) participation in, and assistance with, the marketing efforts related to the Spinco Financing, including causing its management team, with appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Spinco Lenders, other prospective financing sources and rating agencies, in each case, upon reasonable notice and at mutually agreeable dates and times, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) delivery to Spinco and the Spinco Lenders as promptly as reasonably practicable and in any event at least four Business Days before the date of the Distribution of documentation and other information reasonably requested by the Spinco Lenders with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof, providing (A) financial statements of RMT Partner necessary for the satisfaction of the conditions set forth in paragraphs 5(c) and 5(d) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (it being understood that RMT Partner’s public filing with the SEC of any such fee letter has been redacted financial statements will satisfy such requirements), (B) pro forma financial statements referred to in paragraph 5(e) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (with the cooperation of Remainco and Spinco and their respective Subsidiaries (including the Spinco Subsidiaries) pursuant to clause (e)(iii)(B) below) and (C) such financial and other information of RMT Partner customarily required in connection with the execution of financings of a type similar to the Spinco Financing as Spinco or the Spinco Lenders shall reasonably request and using commercially reasonable efforts to update such information from time to time as necessary to ensure such information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the fee amountsstatements contained therein not misleading; (iv) assisting Spinco and the Spinco Lenders in the preparation of (A) syndication documents and materials, including bank information memoranda (confidential and public). Pursuant to, lender and investor presentations and similar documents for the Spinco Financing and (B) materials for rating agency presentations, and subject similar documents in connection with the Spinco Financing, and in each case, providing reasonable and customary authorization letters to the Spinco Lenders authorizing the distribution of information to prospective lenders and other financing sources; (v) requesting that its independent accountants provide, and using commercially reasonable efforts to cause them to provide, customary comfort letters (including “negative assurance” comfort), customary agreed upon procedures letters (if required) and consents for use of their reports, on customary terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein consistent with customary practice in connection with any Spinco Financing; and (the provision of such funds as set forth therein, the “Financing”vi) for the purposes set forth consulting in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to good faith on the terms and conditions of any Spinco Financing. (e) Until the Commitment Letterearlier of the Closing and the valid termination of this Agreement in accordance with Article X, each of Remainco and Spinco and their respective Subsidiaries (including the Spinco Subsidiaries) shall provide to RMT Partner and the Financing Sources, and assuming shall use reasonable best efforts to cause the accuracy of CignaSpinco Subsidiaries and Spinco’s representations and warranties contained in Section 3.2 in all material respectsRemainco’s Representatives to provide to RMT Partner and the Financing Sources, on a timely basis, such cooperation that may be reasonably requested by RMT Partner or the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred Financing Sources in connection with this Agreement, the Mergers arrangement and the other transactions contemplated hereby. As consummation of the execution Permanent Financing and delivery of this Agreement(if applicable) the RMT Equity Financing, including: (i) no event has occurred which would constitute a breach or default participation in, and assistance with, the marketing efforts related to the Permanent Financing and (or an event which if applicable) the RMT Equity Financing, including causing its management team, with notice or lapse of time or both would constitute a default) or result appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a failure to satisfy a condition precedentreasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Financing Sources, other prospective financing sources and rating agencies, in each case, on the part of Anthem orupon reasonable notice and at mutually agreeable dates and times, to the Knowledge of Anthem, provided that any such meeting or communication may be conducted virtually by videoconference or other party to the Commitment Letter, under the Commitment Letter, and media; (ii) Anthem does not have delivery to RMT Partner and the Financing Sources as promptly as reasonably practicable and in any reason to believe that any event at least four Business Days before the date of the conditions to Distribution of documentation and other information reasonably requested by the Financing will not be satisfied or that Sources with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the Financing or any other funds date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof, providing (A) financial statements of the Spinco Entities necessary for the satisfaction of all the conditions set forth in paragraphs 5(a) and 5(b) of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem Exhibit B of the Spinco Commitment Letter (as in effect on the Closing Date. Anthem has fully paid all commitment fees date hereof), (B) historical financial information regarding Spinco and the Spinco Subsidiaries reasonably requested by RMT Partner or other fees the Financing Sources to permit RMT Partner to prepare the extent required pro forma financial statements referred to be paid in paragraph 5(e) of Exhibit B of the Spinco Commitment Letter (as in effect on or prior to the date of this Agreement in connection with the Financing.hereof) and (c) such other finan

Financing. Anthem (a) Parent has delivered to Cigna (i) a the Company true, correct and complete fully executed copy copies of (i) the commitment letter, dated as of July 23, 2015the date hereof, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AGMerger Sub, Credit Suisse Securities (USA) LLC, UBS Credit Suisse AG, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities LLC Inc., HSBC Bank USA, National Association and UBS HSBC Securities (USA) Inc. (the “Debt Commitment Letter”) and (ii) the fee letter, dated as of the date hereof, among Merger Sub, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc. (together with the Debt Commitment Letter, the “Debt Letters”), in each case, including all exhibits, schedules, annexes and amendments to such letter letters in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherAgreement, the “Commitment Letter”) (it being understood that such fee letter has been redacted pursuant to omit the fee amounts). Pursuant to, which and subject to the terms and conditions ofthereof each of the parties thereto (other than Parent) have severally committed to provide the amount of debt financing set forth therein to Merger Sub (such debt financing, including the offering of the “Notes” as contemplated by the Debt Commitment Letter, but subject to the commitment parties thereunder have committed to lend the amounts set forth therein (the provision provisions of such funds as set forth thereinSection 7.5, the “Debt Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amendedDebt Letters. (b) As of the date hereof, restated or otherwise modified or waived prior the Debt Letters are in full force and effect and constitute the legal, valid, enforceable and binding obligations of Merger Sub and, to the execution and delivery Knowledge of this AgreementParent, and the respective commitments contained other parties thereto, subject in each case to the Commitment Letter Enforceability Exceptions. As of the date hereof, the Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior (and no amendment, restatement or modification is contemplated, except to add purchasers, lenders or agents) and the commitments contained in the Debt Letters have not been withdrawn, rescinded, modified or terminated in any respect by Parent or, to the execution and delivery Knowledge of this Agreement. As of the execution and delivery of this AgreementParent, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem any other party thereto (and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties theretono such withdrawal, enforceable in accordance with its terms against Anthem andrescission, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles modification or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughttermination is contemplated). There are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing pursuant to the Commitment LetterDebt Letters, other than as expressly set forth in such letters. As of the Commitment Letterdate hereof, there are no side letters or other agreements, Contracts or arrangements related to the Debt Financing or the funding of all or any part of the Debt Financing other than as expressly set forth in the Debt Letters (except for any engagement letters or fee discount letters related to the Debt Financing). Subject Assuming the conditions set forth in Section 8.1 and in Section 8.2 are satisfied at Closing and assuming the accuracy of the Company’s representations and warranties in Article III, and subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respectsDebt Letters, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, Debt Financing will, in the aggregateaggregate at and as of the Closing Date along with all other funds available to Parent including the Escrow Account, be sufficient for the satisfaction of all of Parent’s payment obligations under this Agreement, including the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II Merger Consideration and any other all fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebytherewith or required to be paid by Parent hereunder. As of the execution and delivery date of this Agreement, (i) assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and in Section 8.2 and assuming the accuracy of the Company’s representations and warranties in Article III, no event has occurred which which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent under the Debt Letters or, to the Knowledge of AnthemParent, any other party to the Commitment LetterDebt Letters. As of the date hereof, under assuming the Commitment Lettersatisfaction of the conditions to the Merger set forth in Section 8.1 and in Section 8.2 and assuming the accuracy of the Company’s representations and warranties in Article III, and (ii) Anthem does not have any Parent has no reason to believe that any of the conditions to the Debt Financing contained in the Debt Letters, as the case may be, to be satisfied by it will not be satisfied, nor does Parent have Knowledge, as of the date of this Agreement, that the full amount of the Debt Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be made available to Anthem on Parent and/or Merger Sub as of the time at which the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent is required to be paid on or prior occur pursuant to the date of this Agreement in connection with the FinancingSection 2.2.

Financing. Anthem (a) Parent has delivered to Cigna the Company a true, complete and correct copy of (i) a correct and complete fully an executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy as amended, modified, supplemented, replaced or extended from time to time after the date of the fee letter referenced therein (togetherthis Agreement in compliance with Section 6.9, the “Commitment Letter”), from the lenders (including any lenders who become party thereto by joinder) party thereto (it being understood that such fee letter has been redacted collectively, the “Lenders”), pursuant to omit which the fee amounts). Pursuant toLenders have agreed, and subject to the terms and conditions ofthereof, to provide the Commitment Letter, the commitment parties thereunder have committed to lend the debt amounts set forth therein (the provision debt financing contemplated by the Commitment Letter (including any debt securities to be incurred in lieu of such funds the bridge facilities, as set forth thereincontemplated by the Commitment Letter and the Fee Letter), together with any permitted Alternative Debt Financing, is collectively referred to in this Agreement as the “Debt Financing”) for and (ii) the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior fee letter referred to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn(with only fee amounts, rescinded, pricing caps and other economic terms redacted (none of which would adversely affect the amount or availability of the Debt Financing)) (each as amended, restated modified, supplemented, replaced or otherwise modified in any respect prior extended from time to time after the execution and delivery date of this Agreement. As of the execution and delivery of this AgreementAgreement in compliance with Section 6.9, the Commitment Letter is in full force “Fee Letter”) and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent (iii) a related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than redacted engagement letter. (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter. Subject ) delivered to the terms and conditions Company, as of the Commitment Letterdate of this Agreement, and assuming there are no conditions precedent to the accuracy obligations of Cigna’s representations and warranties contained in Section 3.2 in all material respectsthe Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other agreements, side letters or arrangements relating to the net proceeds contemplated from Debt Financing to which Parent or any of its subsidiaries is a party as of the date of this Agreement which would impose conditions to the funding of the Financing, together with other financial resources of Anthem, will, than those set forth in the aggregate, be sufficient for Commitment Letter (or in the payment unredacted portions of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyFee Letter). As of the execution and delivery date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, that any of the conditions Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (c) The Commitment Letter is a valid, binding obligation of Parent and Acquisition Sub and, to the Financing will not be satisfied or that knowledge of Parent, the Financing or any other funds necessary for parties thereto, is in full force and effect and, assuming the satisfaction of all the condition contained in Section (c)(ii) of Anthem’s and its Subsidiaries’ obligations under Annex I, as of the date of this Agreement will not Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be available expected to Anthem constitute a default or breach or a failure to satisfy a condition precedent on the Closing Datepart of Parent or Acquisition Sub under the terms and conditions of the Commitment Letter and Fee Letter. Anthem Parent has fully paid in full any and all commitment fees or other fees to the extent required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. The Commitment Letter and Fee Letter have not been modified, altered or amended on or prior to the date of this Agreement. None of the commitments under the Commitment Letter have been withdrawn or rescinded prior to the date of this Agreement. (d) The proceeds of the Debt Financing, if funded, together with available cash of Parent and Acquisition Sub, shall constitute sufficient funds for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement on the Closing Date, including the payment of the Offer Price in respect of each share of Common Stock validly tendered and accepted in the Offer, the Total Common Merger Consideration and all other amounts to be paid pursuant to Section 3.2 and Section 3.3 and the payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of Parent, the Acquisition Sub or the Company required in connection with therewith). (e) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent or any Affiliate thereof be a condition to any of Parent’s obligations hereunder.

Financing. Anthem Parent has delivered to Cigna (i) a the Company true, complete and correct and complete fully executed copy copies of (a) the commitment letter, dated as of July 23March 10, 20152026, among AnthemParent, Bank Cintas Corporation No. 2 and the financial institutions party thereto (the “Initial Lenders”) (the “Commitment Letter”) and (b) the fee letter, dated as of AmericaMarch 10, N.A.2026, ▇▇▇▇▇▇▇ Lynchamong Parent, PierceCintas Corporation No. 2 and the Initial Lenders (as redacted to remove only the fee amounts, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedpricing caps, Credit Suisse AGthe “market flex” and any commercially sensitive terms; provided that none of which redacted terms would or would reasonably be expected to affect the amount, Credit Suisse Securities availability or conditionality of the Financing) (USA) LLCthe “Fee Letter”), UBS Securities LLC and UBS AGin each case, including all exhibits, term sheets, schedules, annexes and amendments to such letter letters in effect as of the date of this Agreement (the Commitment Letter and (ii) a correct the Fee Letter, collectively, and complete fully executed copy as each of the fee letter referenced therein (togetherforegoing may be may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with Section 5.15, the “Commitment LetterDebt Letters”) (it being understood that such fee letter has been redacted ), pursuant to omit the fee amounts). Pursuant to, which and subject to the terms and conditions of, thereof each of the Commitment Letter, the commitment parties thereunder Initial Lenders party thereto have severally committed to lend the amounts set forth therein to Parent or a Subsidiary thereof (the provision of such funds as set forth therein, but subject to the provisions of Section 5.15 (the “Financing”)) for the purposes set forth in such Commitment LetterDebt Letters. The Commitment Letter has Debt Letters have not been amended, restated restated, supplemented or otherwise modified or waived prior to the execution and delivery of this Agreement, no such amendment, restatement, supplement or modification is contemplated by Parent or, to the knowledge of Parent, by the other parties thereto, and the respective commitments contained in the Commitment Letter Debt Letters have not been withdrawn, terminated, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this AgreementAgreement and, to the knowledge of Parent, no such withdrawal, termination or rescission is contemplated. As of the execution and delivery date of this Agreement, the Commitment Letter is Debt Letters are in full force and effect and constitutes constitute the legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ the other parties thereto, enforceable against Parent and, to the knowledge of Parent, the other parties thereto in accordance with its terms against Anthem andterms, subject in each case to the Knowledge of Anthemapplicable bankruptcy, each of the insolvency, reorganization, moratorium or other parties thereto, except as limited by laws affecting generally the enforcement of creditors’ rights generally, by and subject to general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtequity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing pursuant to the Commitment LetterDebt Letters, other than as expressly set forth in the Commitment LetterDebt Letters. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respectsDebt Letters, the net proceeds contemplated from the FinancingFinancing (after giving effect to any “market flex” provisions) are as of the date of this Agreement, and together with any other financial resources of Anthemcommitted financing that replaces or supplements the Financing consistent with the terms set forth in Section 5.15 on the Closing Date will be, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the Cash cash portion of the Merger Consideration, prepayment or repayment of any other amounts outstanding indebtedness of the Company or its Subsidiaries required by this Agreement to be paid pursuant to Article II prepaid or repaid and any other all fees and expenses reasonably expected to be incurred in connection with this Agreementtherewith. Parent, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge knowledge of AnthemParent, any other party to the Commitment LetterDebt Letters, is not in default or breach under the Commitment Letterterms and conditions of the Debt Letters and no event has occurred which, and (ii) Anthem does not have any reason with or without notice, lapse of time or both, would or would reasonably be expected to believe that constitute a breach, default or failure to satisfy a condition on the part of Parent, Merger Sub Inc., Merger Sub LLC or any of their respective Affiliates under the conditions Debt Letters or, to the knowledge of Parent, any other party to the Debt Letters. As of the date of this Agreement there are no side letters or other agreements related to the Financing will not be satisfied other than the Debt Letters and other related agreements delivered to the Company on or prior to the date of this Agreement; provided, for the avoidance of doubt, that the Financing foregoing representation does not include customary engagement letters or any other funds necessary for non-disclosure agreements which do not impact the satisfaction conditionality or amount of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing DateFinancing. Anthem Parent has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing. Assuming the conditions to the obligations of Parent to consummate the Merger have been satisfied or waived, Parent has no reason to believe that any of the conditions to the Financing will not be satisfied, nor does Parent have knowledge, as of the date of this Agreement, that the full amount of the Financing will not be made available to Parent on the Closing Date in accordance with the terms of the Debt Letters. Parent expressly acknowledges and agrees that the obligations of Parent, Merger Sub Inc. and Merger Sub LLC to consummate the Mergers are not subject to any condition regarding Parent’s, Merger Sub Inc.’s, Merger Sub LLC’s or any other Person’s ability to obtain financing (including the Financing) for the Mergers and the other transactions contemplated by this Agreement.

Financing. Anthem HTI Acquisition has delivered to Cigna Alleghany (i) a true, correct and complete fully executed copy signed counterpart(s) of commitment letters (the commitment letter"Equity Commitment Letters"), dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments on or prior to such letter in effect as of the date of this Agreement and hereof, whereby the parties thereto (iithe "Equity Investors") a correct and complete fully executed copy of the fee letter referenced therein (togetherhave agreed, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, to make or cause to be made in HTI Holding equity investments in cash in the “Financing”aggregate amount of not less than $25,000,000 (the "Equity Commitment"); (ii) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amendeda true, restated correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or otherwise modified or waived prior to the execution date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (the "Contribution Letter"); and delivery (iii) true, correct and complete signed counterpart(s) of this Agreementcommitment letter(s), dated on or prior to the date hereof, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provided or cause to be provided debt financing in connection with the transactions provided for herein and revolving credit to HTI Acquisition (the "Commitment Letters" and, together with the Equity Commitment Letters and the respective commitments contained in Contribution Letter, the Commitment Letter "Commitments"). The Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified amended in any respect prior to a manner that would be prohibited by the execution and delivery last sentence of this Agreement. As of the execution Section 5.6 and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem andare, to the Knowledge of ▇▇▇▇▇▇HTI Acquisition, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, full force and effect. The Commitments are subject to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles no contingencies or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly those set forth in the Commitment Lettercopies of the Commitments delivered to Alleghany. Subject to the terms and conditions of the Commitment LetterCommitments, and assuming subject to the accuracy terms and conditions of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and Commitments would provide HTI Acquisition with acquisition financing at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the financing or the operation of HTI Acquisition or the Surviving Equity, including adding other transactions contemplated hereby. As of the execution and delivery of this Agreement, equity providers or operating partners; provided that (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse the aggregate amount of time or both would constitute a default) or result the Equity Commitment shall not be reduced in a failure any way to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, less than $25,000,000 and (ii) Anthem does not HTI Acquisition shall have obtained any reason to believe that any and all required consents of the conditions to lenders under the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingCommitment Letters.

Financing. Anthem (a) Parent has delivered to Cigna received and accepted an executed commitment letter dated March 8, 2024, by and among the Debt Financing Sources party thereto and Parent (i) a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including together with all exhibits, schedulesschedules and annexes thereto, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of “Debt Commitment Letter”), together with the related fee letter referenced therein (togetherin the case of the fee letter, redacted solely for provisions related to the amount or percentage basis points of fees, “flex” terms and other commercially sensitive economic terms, none of which will adversely affect the availability of, or impose conditions on, the “Commitment Letter”) (it being understood that such fee letter has been redacted availability of the Debt Financing at the Closing), pursuant to omit which, upon the fee amounts). Pursuant to, terms and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder Debt Financing Sources party thereto have committed agreed to lend the amounts set forth therein (the provision of such funds as “Debt Financing”). (b) Parent has received and accepted an equity commitment letter dated March 8, 2024 (the “Equity Commitment Letter”, and together with the Debt Commitment Letter, the “Commitment Letters”) from MiddleGround Partners III, L.P. and MiddleGround Partners III-X, L.P. (collectively, the “Equity Investor”) pursuant to which the Equity Investor has agreed, subject to the terms and conditions thereof, to invest in Parent the cash amounts set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof. The cash equity committed pursuant to the Equity Commitment Letter is collectively referred to in this Agreement as the “Cash Equity.” The Cash Equity and the Debt Financing are collectively referred to as the “Financing.” Parent has delivered to the Company true, correct and complete copies of the executed Commitment Letters and any fee letters related thereto (with respect to such related fee letters, redacted for provisions related to fees, the economic terms of any “securities demand” and “market flex” provisions, and other customary terms set forth therein; provided that none of the redacted provisions would affect the conditionality, availability or amount of the Financing). (c) Except as expressly set forth in the Commitment Letters, as of the date hereof, there are no conditions precedent to the obligations of the Debt Financing Sources and the Equity Investor to provide the Financing. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent does not have any reason to believe that it will be unable to satisfy any conditions precedent to closing of the Financings set forth in the Commitment Letters on or prior to the Closing Date, nor does Parent have any reason to believe that the Financing will not be made available to Parent on or prior to the Closing Date. (d) The Financing, when funded in accordance with the Commitment Letters (including after giving effect to any “flex” provisions), together with cash and cash equivalents of Parent, Merger Sub, the Surviving Corporation and their respective Subsidiaries, shall provide Parent with cash proceeds on the Closing Date in an amount sufficient for the payment of the Merger Consideration and the payment of any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation in connection with the Contemplated Transactions (including the Financing) (such amount, the “FinancingFinancing Amount”). (e) for As of the purposes date hereof, the Commitment Letters are in full force and effect and are the valid and binding obligations of Parent and, to the Knowledge of Parent, the Merger Sub, the other parties thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, and assuming the satisfaction of the conditions set forth in such Section 6.1 and Section 6.2, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or material breach or a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Commitment LetterLetters. The Commitment Letter Parent has not been amended, restated paid (or otherwise modified or waived prior caused to be paid) in full any and all commitment fees and other fees required to be paid pursuant to the execution and delivery terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due on or before the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this AgreementClosing Date. As of the date hereof, none of the Commitment Letters has been modified, amended or altered, none of the Commitment Letters will be amended, modified or altered at any time through the Closing (other than as permitted by Section 5.17), and none of the respective commitments under any of the Commitment Letters have been withdrawn or rescinded in any respect. (f) Concurrently with the execution and delivery of this Agreement, Parent has caused the Commitment Letter Equity Investor to deliver to the Company the duly executed Limited Guarantee. The execution, delivery and performance of the Limited Guarantee by the Equity Investor, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all requisite action by the Equity Investor, and no other proceedings on the part of the Equity Investor are necessary to authorize the execution, delivery or performance of the Limited Guarantee by the Equity Investor. The Limited Guarantee has been duly and validly executed and delivered by the Equity Investor and is in full force and effect and constitutes the legal, a valid and binding obligation of each of Anthem andthe Equity Investor, to duly executed by the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, Equity Investor and enforceable against the Equity Investor in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letterterms, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach that, with or default (or an event which with notice or without notice, lapse of time or both would both, could constitute a default) or result in a failure to satisfy a condition precedent, in each case, default on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, Equity Investor under the Commitment Letter, Limited Guarantee. (g) Parent and (ii) Anthem does not have Merger Sub acknowledge and agree that in no event shall the receipt or availability of any reason funds or financing by or to believe that Parent or Merger Sub be a condition to any of the conditions to the Financing will not be satisfied obligations of Parent or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingMerger Sub hereunder.

Financing. Anthem Parent has delivered to Cigna the Company (i) a correct true and complete copy of a fully executed copy of the commitment letter, letter dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of on or about the date of this Agreement from the Financing Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced, waived or extended from time to time after the date of this Agreement in compliance with Section 5.20 (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Commitment Letter”)), and (ii) true and complete (it being understood that such fee letter has been other than with respect to redacted to omit the fees, fee amounts). Pursuant to, pricing terms, pricing caps and other customarily-redacted economic terms, but which redacted information does not relate to or adversely affect the amount, availability, enforceability or conditionality of the Financing) copies of fully executed fee letter(s) and engagement letter(s) with respect to fees and related arrangements with respect to the Financing (collectively, the “Fee Letter”, and together with the Commitment Letter, the “Commitment Papers”), providing, subject to the terms and conditions oftherein, the Commitment Letter, the commitment parties thereunder have committed to lend for debt financing in the amounts set forth therein (the provision of such funds being collectively referred to as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement). As of the execution and delivery date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legalPapers have not been amended or modified, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ no such amendment or modification is contemplated, and none of the respective obligations and commitments contained in the Commitment Papers have been withdrawn, terminated or rescinded in any respect and, to the Knowledge of Parent, no such withdrawal, termination or rescission is contemplated; provided that the existence or exercise of “market flex” or similar provisions contained in the Fee Letter shall not constitute an amendment or modification of the Commitment Papers. Assuming the Financing is funded in accordance with the Commitment Letter, Parent and Merger Sub will have sufficient cash on hand on the Closing Date to pay the aggregate Merger Consideration and all other cash amounts payable pursuant to this Agreement, and repay and/or refinance all Indebtedness and other obligations owing as of the Closing Date pursuant to the Existing Company Credit Agreement (the “Refinancing”). As of the date of this Agreement, the Commitment Papers are (y) legal, valid and binding obligations of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with its their respective terms against Anthem Parent and, to the Knowledge of AnthemParent, each of the other parties theretothereto (in each case, except as limited by laws subject to bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of equitable remedies) and (z) in full force and effect. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or, to the Knowledge of Parent, any Governmental Entity before which any proceeding seeking enforcement may be broughtother party thereto under the Commitment Papers. There are no The only conditions precedent (including any market “flex” provisions contained in the Commitment Papers) related to the funding obligations of the Financing Sources under the Commitment Papers to fund the full amount of the Financing pursuant to the Commitment Letter, other than as are those expressly set forth in the Commitment LetterPapers and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Financing. Subject As of the date of this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis all of the terms and conditions to be satisfied by it in the Commitment Papers on or prior to the Closing Date, nor does Parent have Knowledge that any of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyFinancing Sources will not perform its obligations thereunder. As of the execution and delivery date of this Agreement, (i) there are no event has occurred which would constitute a breach side letters, understandings or default (other agreements, contracts or an event which with notice or lapse arrangements of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party kind relating to the Commitment LetterPapers that could reasonably be expected to adversely affect the amount, under availability, enforceability or conditionality of the Financing contemplated by the Commitment Letter, Papers. Parent has paid in full any and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent that are required to be paid on or prior to before the date of this Agreement in connection with pursuant to the terms of the Commitment Papers. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement.

Financing. Anthem (a) Assuming the truth and accuracy of the Company’s representations and warranties and compliance by the Company with its covenants and agreements (in each case solely to the extent that a breach of such representation or warranty or noncompliance with such covenant or agreement would adversely affect the satisfaction by Parent of the conditions set forth in the Commitment Letter) herein and assuming the Debt Financing has been received, at the Effective Time, Parent and Merger Sub shall have available cash resources and financing in an aggregate amount which, together with the available cash resources of the Company, are sufficient to enable Parent and Merger Sub to consummate the Transactions, to refinance any indebtedness required to be refinanced in connection with the consummation of the Transactions, and to pay related fees and expenses. Parent has delivered to Cigna (i) a correct the Company an accurate and complete copy of a fully executed copy debt commitment letter (together with all annexes, schedules and exhibits thereto) from the financial institutions party thereto (collectively, the “Lenders”) together with the executed fee letter(s) related thereto of even date therewith (which fee letter(s) may be redacted so long as no such redaction covers terms that would adversely affect the aggregate amount, conditionality, availability, or termination of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USAdebt financing contemplated therein) LLC, UBS Securities LLC and UBS AG, including all any related exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and annexes, supplements, term sheets or other agreements (iiother than fee letters) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit the fee amounts). Pursuant toterms, and but subject to the terms and conditions ofexpressly set forth therein, of which certain of the Commitment Letter, the commitment parties thereunder Lenders have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of partially financing the Transactions (such debt financing or any debt securities issued in lieu thereof, the provision “Debt Financing”). (b) The Commitment Letter is, and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date of such funds as this Agreement but prior to the Effective Time (if any), will be, in each case, a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto in accordance with their respective terms and subject to: (i) the respective conditions expressly set forth therein; and (ii) the Enforceability Limitations. As of the date of this Agreement, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has and the commitments contained therein have not been withdrawn, modified, terminated or rescinded in any respect, amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem (and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties theretono such withdrawal, enforceable in accordance with its terms against Anthem andmodification, to the Knowledge of Anthemtermination, each amendment, restatement or waiver is contemplated). As of the other parties theretodate hereof, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There there are no conditions precedent or contingencies related to the funding of the full amount of the Financing pursuant to the Commitment LetterDebt Financing, other than as expressly set forth in the Commitment Letter. Subject Letter in the form delivered to the terms and conditions of the Commitment Letter, Company and assuming the truth and accuracy of Cignathe Company’s representations and warranties contained and compliance by the Company with its covenants and agreements herein (in Section 3.2 in all material respects, each case solely to the net proceeds contemplated from extent that a breach of such representation or warranty or noncompliance with such covenant or agreement would adversely affect the Financing, together with other financial resources satisfaction by Parent of Anthem, will, the conditions set forth in the aggregateCommitment Letter), Parent does not have any reason to believe that the conditions to the Debt Financing will not be sufficient for satisfied or that the payment of Debt Financing will not be available to Parent at the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyEffective Time. As of the execution date hereof, there are no, and delivery there are not contemplated to be any, side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not impact the conditionality for the Debt Financing to occur or amount of the Debt Financing. (c) As of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent), in each case, on the part of Anthem orParent or Merger Sub under the Commitment Letter or which would otherwise result in any portion of the Debt Financing contemplated thereby to be unavailable. As of the date of this Agreement, to neither Parent nor Merger Sub is aware of any material inaccuracies in any of the Knowledge representations or warranties of Anthem, any other party to Parent or Merger Sub in the Commitment Letter. To the extent required, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem Parent has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with pursuant to the FinancingCommitment Letter.

Financing. Anthem (a) Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c), Parent has available to it, or will have available to it as of the date the Closing is required to occur pursuant to Section 2.01, immediately available funds to enable it to consummate the Merger pursuant to the terms of this Agreement, including to pay all Merger Consideration for all of the shares of Company Stock on a fully-diluted basis, to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives, and to make all other payments required by this Agreement and the Financing. (b) Parent has delivered to Cigna (i) a correct the Company true and complete copies of fully executed copy of the commitment letterletters, dated as on the date hereof (including the exhibits and annexes thereto, the “Debt Commitment Letters”), from the lenders party thereto (the “Lenders”) confirming their respective commitments to provide Parent with debt financing in connection with the transactions contemplated hereby (the “Financing”) (for the avoidance of July 23doubt, 2015it being acknowledged and agreed that Parent may amend the Debt Commitment Letters to add purchasers, among Anthemlenders, Bank of Americalead arrangers, N.A.book-runners, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Agreement and Agreement; provided that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters with respect to the “Additional Initial Lenders” (iias defined thereunder)). (c) a Parent has delivered to the Company on or prior to the date hereof true, correct and complete fully copies of any fee letters executed copy of in connection with the fee letter referenced therein Debt Commitment Letters (together, the “Commitment LetterFee Letters”) (it being understood that such fee letter has which have been redacted to omit the fee amounts). Pursuant to, and subject to in a manner required by the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreementthereof. As of the execution and delivery of this Agreementdate hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There there are no conditions precedent side letters or other agreements, contracts or arrangements related to the funding of the full amount of the Financing pursuant to the Commitment LetterFinancing, other than as expressly set forth in the Debt Commitment Letter. Subject Letters and the Fee Letters and delivered to the terms and conditions Company on or prior to the date of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, that could adversely affect the Mergers availability of the full amount of the Financing. (d) Each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation of Parent and the other transactions contemplated herebyparties thereto, except (i) to the extent that enforceability may be limited by the Bankruptcy and Equity Exception and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. As of the execution date hereof, none of the Debt Commitment Letters have been amended or modified (other than such amendments or modifications attached thereto that have been provided to the Company) in any respect, and delivery the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in a manner that would adversely affect or delay in any respect the availability of this Agreementthe full amount of the Financing at the Closing. As of the date hereof, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) ), or result in a the failure to satisfy a of any condition precedent, in each case, on the part of Anthem or, Parent under the Debt Commitment Letters or on the part of the Lenders that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. There are no conditions precedent to the Knowledge funding of Anthemthe full amount of the Financing other than the conditions precedent set forth in the Debt Commitment Letters. Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), any other party to the Commitment LetterSection 9.02(b) and Section 9.02(c), under the Commitment Letter, and (ii) Anthem does not have any Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c) and subject to the terms of the Debt Commitment Letters, the aggregate proceeds of the Financing are in an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement (including to pay the Merger Consideration for all of the shares of Company Stock on a fully diluted basis and to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units), to make any repayment or refinancing of debt contemplated in this Agreement or the Debt Commitment Letters, and to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement and the Financing. Parent (or an Affiliate thereof) has fully paid or caused to be paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid to the extent required to be paid the same are due and payable on or prior to before the date of this Agreement Agreement. (e) Parent acknowledges and agrees that notwithstanding anything to the contrary in connection with this Agreement, the Financingconsummation of the Financing shall not be a condition to the obligation of Parent and Merger Subsidiary to consummate the Merger and the other transactions contemplated hereby.

Financing. Anthem Parent has delivered to Cigna (i) the Company a true, correct and complete fully executed copy of the executed (x) equity commitment letter, dated as of July 23the date of this Agreement, 2015, by and among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ LynchAssociates, Pierce, L.P. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ IncorporatedInternational, Credit Suisse AGL.P. (each, Credit Suisse Securities an “Equity Investor” and collectively, the “Equity Investors”) and Parent (USA) LLCthe “Equity Commitment Letter” and, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of together with the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherDebt Commitment Letter, the “Commitment LetterLetters”) (it being understood that such fee letter has been redacted pursuant to omit which, upon the fee amounts). Pursuant to, terms and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder Equity Investors have committed agreed to lend the invest in Parent their respective amounts set forth therein in the Equity Commitment Letter (the provision of such funds as set forth therein“Equity Financing” and together with the Debt Financing, collectively, the “Financing”) for and (y) the purposes set forth in such Commitment Letter. The Debt Commitment Letter has not been amendedand the Debt Fee Letter, restated provided that the Debt Fee Letter may be redacted for fee amounts, economic terms of any “securities demand” provisions and the economic terms of any “market flex” provisions, none of which redacted terms or provisions would reasonably be expected to reduce the aggregate principal amount of the Debt Financing to be funded on the Closing Date, delay or otherwise modified impede the occurrence of the Closing Date or waived prior impose additional or more onerous conditions precedent to the execution and delivery funding of the Debt Financing on the Closing Date. As of the date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the (i) each Commitment Letter is in full force and effect and constitutes represents the legalvalid, valid binding and binding enforceable obligation (subject to the Enforceability Exceptions) of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ each other parties theretoparty thereto to provide the financing contemplated thereby subject only, enforceable in accordance with its terms against Anthem andthe case of the Debt Financing, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles satisfaction or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount waiver of the Financing pursuant to Conditions, (ii) the commitments under the Commitment LetterLetters have not been withdrawn or rescinded in any respect, other than as expressly set forth in and the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers Letters and the other transactions Debt Commitment Papers have not been amended, waived or otherwise modified in any manner and no such withdrawal, rescission, amendment, waiver or other modification is contemplated hereby. As (other than any amendment or modification of the Debt Commitment Papers to appoint additional joint lead arrangers, joint bookrunners, managers, co-managers, agents or co-agents, to award titles or allocations to any such Person, to provide for the execution of customary joinder documentation or to provide for the assignment and delivery reallocation of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse portion of time or both would constitute a default) or result in a failure to satisfy a condition precedentthe commitments thereunder, in each case, on case as contemplated by Section 2 of the part of Anthem or, to the Knowledge of Anthem, any other party to the Debt Commitment Letter), under the Commitment Letter, and (iiiii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees to the extent required to be paid amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing, (iv) neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the Transactions that imposes or permits the imposition of conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date or, delay or otherwise impede the occurrence of the Closing Date, other than, in the case of agreements, side letters and other commitments or arrangements relating to the financing of the Transactions, the Debt Commitment Letter and the Debt Fee Letter, (v) no breach or default has occurred, and no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default, or result in a failure to satisfy the conditions precedent, on the part of Parent or Merger Sub or, to the knowledge of Parent, any other party thereto under any term of any Commitment Letter and (vi) assuming the satisfaction of the conditions set forth in ‎Article VI and the completion of the Marketing Period, Parent has no reason to believe that (A) any of the Financing Conditions will not be satisfied on a timely basis, or (B) the Financing will not be made available to Parent at the Closing in accordance with the terms and conditions of the Commitment Letters. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing other than, in the case of the Debt Financing, the Financing Conditions. Assuming the satisfaction of the conditions set forth in ‎Article VI and that the Financing is funded on the Closing Date in accordance with the applicable Commitment Letters, the net proceeds of the Debt Financing (after giving effect to any “market flex” provisions), together with cash on hand, cash and cash equivalents of the Company and its Subsidiaries and other sources of immediately available funds of Parent, will be sufficient to enable Parent and Merger Sub to pay (w) the aggregate Merger Consideration and all amounts payable pursuant to Article II and to consummate the Closing, (x) all amounts of Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, prepaid, discharged or terminated at the Closing in connection with the Transactions (including under the Company Credit Agreement), (y) all fees, costs and expenses required to be paid by Parent and Merger Sub at the Closing in connection with the Transactions and the Debt Financing, including the fees, costs and expenses of Parent, Merger Sub and their respective Affiliates and their respective Representatives, and (z) all other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions on the Closing Date (the minimum amount sufficient to finance such payments, the “Required Amount”). Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither Parent, Merger Sub, their respective Affiliates’ nor any other Person’s ability to obtain any financing for the Transactions shall be a condition to any obligations of Parent or Merger Sub hereunder, including the obligation to consummate the Transactions or to pay any portion of the Merger Consideration.

Financing. Anthem (a) Parent has delivered to Cigna the Company true, correct and complete copies, as of the date of this Agreement, of (i) a correct executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III, L.P. and complete fully TPG Partners V, L.P. (each, an “Equity Provider”, and collectively the “Equity Provider Group”) to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) executed copy commitment letters and redacted forms of the commitment letterfee letters, dated as of July 23the date of this Agreement, 2015, among Anthem, Bank of America, N.A., from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LynchSenior Funding, PierceInc., ▇▇▇▇▇▇ & ▇▇▇▇▇ IncorporatedCitigroup Global Markets Inc., Credit Suisse AGJPMorgan Securities Inc. and JPMorgan Chase Bank, Credit Suisse Securities N.A. (USA) LLCthe “Debt Commitment Letters” and, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of together with the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherEquity Funding Letters, the “Commitment LetterFinancing Letters”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toprovide, and subject to the terms and conditions oftherein, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts debt financing in an aggregate amount set forth therein (being collectively referred to as the provision of such funds “Debt Financing”, and together with the Equity Financing collectively referred to as set forth therein, the “Financing”) for ). As of the purposes set forth in date hereof, none of the Equity Funding Letters or Debt Commitment Letters has been amended or modified, no such Commitment Letter. The Commitment Letter has not been amended, restated amendment or otherwise modified or waived prior to the execution and delivery of this Agreementmodification is contemplated, and the respective commitments contained in the Commitment Letter such letters have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the execution and delivery of this Agreement. As date hereof and, as of the execution and delivery of this Agreementdate hereof, the Equity Funding Letters and the Debt Commitment Letter is in full force Letters (or, if applicable, any alternative debt commitment letters entered into pursuant to Section 5.5(a)) are the valid, binding and effect enforceable obligations of Parent and constitutes the legalMerger Sub, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of Assuming the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, is funded and assuming the accuracy of Cigna’s the representations and warranties contained set forth in Article 3 and performance by the Company of its obligations under Section 3.2 in all material respects5.2, the net proceeds contemplated from by the FinancingEquity Funding Letters and Debt Commitment Letters will, together with other financial resources of Anthem, willCompany cash, in the aggregate, aggregate be sufficient for Merger Sub and the payment of Surviving Corporation to pay the Cash aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers consummation of the Transactions and the other transactions contemplated herebyto pay all related fees and expenses. As of the execution and delivery date of this Agreement, (i) no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, would constitute a default) default or result in a failure to satisfy a condition precedent, in each case, breach on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, Parent or Merger Sub under the Equity Funding Letters or the Debt Commitment LetterLetters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. As of the date of this Agreement, and (ii) Anthem Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem Parent or Merger Sub on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement the Closing; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or the failure of the Company to perform its obligations hereunder. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein. (b) Neither Parent, Merger Sub nor any member of the Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to prevent (or otherwise hinder) such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the Financingmaking of any Takeover Proposal)), in the case of clauses (i) and (ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the Equity Provider Group has caused or induced any Person to take any action that, if taken by Parent, Merger Sub or any member of the Equity Provider Group, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.5(b).

Financing. Anthem Parent has delivered to Cigna (i) a the Company true, correct and complete fully fully-executed copy of the commitment letter, dated as of July 23September 15, 2015, 2010 among Anthem, Bank Parent and Banc of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS America Securities LLC and UBS AGBanc of America Bridge LLC (the “Financing Sources”), including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (other than fee letters and engagement letters, provided, that Parent has delivered excerpts of those portions of such fee letters and engagement letters that contain any conditions to funding or “flex” provisions or other provisions (iiexcluding provisions related solely to fees and economic terms (other than covenants) a correct agreed to by the parties) regarding the terms and complete fully executed copy conditions of the financing to be provided thereby) (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter referenced therein (togetherand engagement letter, collectively, the “Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit the fee amounts). Pursuant to, which and subject to the terms and conditions of, thereof the Commitment Letter, the commitment parties thereunder Financing Sources have committed agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated modified or otherwise modified rescinded in any respect prior to the execution and delivery date of this Agreement. As of the execution and delivery date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ the Financing Sources, subject to applicable bankruptcy, insolvency, moratorium or other parties thereto, enforceable in accordance with its terms against Anthem and, similar Laws relating to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by and general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtequity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to the Commitment Letterany “flex” provisions in connection therewith), other than as expressly set forth in the Commitment Letter, and as of the date of this Agreement there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. Subject Assuming the accuracy of the representations and warranties set forth in Section 3.2 and Section 3.6(b) and the Company’s compliance with its obligations under Section 5.1(b) and Section 5.1(i), subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of AnthemParent and Merger Sub, including cash on hand and marketable securities of Parent and Merger Sub at the Effective Time, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including (a) the payment of the Cash Consideration, Merger Consideration and any other amounts required to be paid pursuant to Article II II, and any other (b) the payment of all fees and expenses reasonably expected and other payment obligations required to be incurred paid or satisfied by Parent, Merger Sub and the Surviving Corporation in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby. As Financing, including any repayment or refinancing of Indebtedness as a result of the execution consummation of the Merger. Assuming the accuracy of the representations and delivery warranties set forth in Article III, as of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent), in each case, on the part of Anthem Parent or Merger Sub under the Commitment Letter or, to the Knowledge knowledge of AnthemParent and Merger Sub, any other party to of the Commitment Letter, under the Commitment LetterFinancing Sources, and (ii) Anthem subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2 hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of AnthemParent’s and its Subsidiaries’ Merger Sub’s obligations under this Agreement will not be available to Anthem on Parent at the Closing DateEffective Time. Anthem Parent has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with pursuant to the FinancingCommitment Letter.

Financing. Anthem (a) RMT Parent has delivered to Cigna (i) GPC a correct true, complete and complete fully executed copy of the a commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities including (USAi) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes attachments and amendments to such commitment letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy any associated fee letters (solely in the case of the administrative agent fee letter referenced therein letter, redacted in a customary manner solely with respect to fees payable and economic terms (other than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of the RMT Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of the RMT Financing) (together, the “RMT Commitment Letter” and, together with the SpinCo Commitment Letter, the “Commitment Letters”) from the lead arrangers, lenders and other financing sources party thereto (it being understood that such fee letter has been redacted together with all additional lead arrangers, lenders and other financing sources added to omit the fee amountsRMT Commitment Letter or any Alternative RMT Commitment Letter, the “RMT Lenders“ and, together with the SpinCo Lenders, the “Lenders”). Pursuant to, and pursuant to which, among other things, the RMT Lenders have, subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder have committed to lend RMT Parent to provide or cause to be provided to Essendant Co. (the amounts “RMT Borrower”) debt financing in the aggregate amount set forth therein (the provision of such funds bank financings contemplated by the RMT Commitment Letter, being referred to as set forth therein, the “RMT Financing“; the RMT Financing together with the SpinCo Financing, each a “Financing” and together the “Financings”). As of the date of this Agreement, (x) for the purposes set forth in such Commitment Letter. The RMT Commitment Letter has not been amended, restated restated, waived or otherwise modified or waived prior to the execution and delivery of this Agreement, and (y) the respective commitments contained in the RMT Commitment Letter have not been withdrawn, rescinded, amended, restated modified or otherwise modified rescinded in any respect prior to respect. Except for the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the RMT Commitment Letter is in full force and effect and constitutes the legal(together with all ancillary documents referenced therein), valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There there are no conditions precedent side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Financing pursuant to RMT Financing. (b) As of the date of this Agreement, the RMT Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject form so delivered, is in full force and effect and is a legal, valid and binding obligation of RMT Parent and, to the terms knowledge of RMT Parent, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and conditions similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the Commitment Letter, and date of this Agreement (assuming the accuracy of Cigna’s the representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources and undertakings of Anthem, will, in the aggregate, be sufficient each of GPC and SpinCo under this Agreement for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreementsuch purpose), (ix) no event has occurred which would constitute a breach that, with or default (or an event which with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) default or result in a failure to satisfy a condition precedent, in each case, breach on the part of Anthem orRMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of RMT Parent in the RMT Commitment Letter inaccurate in any material respect. RMT Parent has fully paid, or caused to the Knowledge of Anthembe fully paid, any and all commitment fees, any other party fees or any other amounts required by the RMT Commitment Letter to be paid on or before the date of this Agreement. At the Closing, assuming the RMT Financing is funded in accordance with the RMT Commitment Letter, the proceeds of the RMT Financing will be sufficient to repay all outstanding obligations under the Existing RMT Credit Agreement and pay all related fees and expenses associated with the foregoing (the “RMT Financing Transactions”). Other than as set forth in the RMT Commitment Letter, there are no conditions precedent to the funding of the full amount of the RMT Financing. As of the date of this Agreement, and (ii) Anthem does not have any subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.03, RMT Parent has no reason to believe that any of the conditions to the RMT Financing that are required to be satisfied by it or any other party to the RMT Commitment Letter as a condition to the obligations under the RMT Commitment Letter will not be satisfied on a timely basis or that the RMT Financing or any other funds necessary for contemplated by the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement RMT Commitment Letter will not be available to Anthem RMT Borrower on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Anthem has delivered (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to Cigna purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (ib) The Buyer and the Acquisition Sub have received a correct and complete fully executed copy of commitment letter dated February 11, 2007 (the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇“Debt Commitment Letter”) from ▇▇▇▇▇▇ LynchBrothers Inc. and certain of its affiliates, Piercetogether with certain other financial institutions (collectively, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedthe “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, Credit Suisse AGto refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, Credit Suisse Securities 2007 (USAthe “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) LLCfrom Comverse Technology, UBS Securities LLC Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and UBS AGto pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, including all exhibitstogether with the Debt Financing, schedulesis collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, annexes when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and amendments taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to such letter in effect consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement Agreement, and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes no event within the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each direct or indirect control of the other parties theretoBuyer or the Acquisition Sub has occurred which, except as limited by laws affecting with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding part of the full amount of Buyer or the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to Acquisition Sub under the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingLetters.

Financing. Anthem has (a) Newco and Merger Sub have delivered to Cigna (i) the Company a correct complete and complete fully executed accurate copy of the an executed commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities letter (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) from Vista Equity Partners Fund III, L.P. (it being understood that such fee letter the “Investor”) pursuant to which the Investor has been redacted to omit the fee amounts). Pursuant tocommitted, and subject to on the terms and subject solely and exclusively to the conditions ofset forth therein, to invest the Commitment Letter, the commitment parties thereunder have committed to lend the cash amounts set forth therein in Newco to fully finance the Merger and other transactions contemplated by this Agreement. (the provision of such funds as set forth therein, the “Financing”b) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the execution and delivery of this Agreementmodified, and the respective commitments contained commitment set forth in the Commitment Letter have has not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect prior respect. The Commitment Letter, in the form so delivered to the execution and delivery of this Agreement. As of Company on the execution and delivery of this Agreementdate hereof, the Commitment Letter is in full force and effect and constitutes the is a legal, valid and binding obligation of each of Anthem Newco and, to the Knowledge knowledge of ▇▇▇▇▇▇Newco, ▇▇▇ other parties thereto, enforceable the Investor for so long as it remains in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtfull force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing pursuant to financing contemplated by the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject solely and exclusively to the terms and conditions of set forth in the Commitment Letter, the aggregate proceeds of the financing contemplated by the Commitment Letter, together with the available cash of the Company (in an amount equal to at least the Minimum Closing Cash Amount) and assuming the accuracy of Cignathe Company’s representations and warranties contained in Section 3.2 in all material respectsherein, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, will be sufficient for to enable Newco and Merger Sub to consummate the payment of Merger upon the Cash Considerationterms contemplated by this Agreement, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred make all payments contemplated by this Agreement in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, Merger (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction including payment of all of Anthem’s and its Subsidiaries’ obligations amounts payable under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date Article II of this Agreement in connection with or as a result of the FinancingMerger) and to pay all fees and expenses associated therewith. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Newco or Merger Sub under any term or condition of the Commitment Letter, subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof. Subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof, neither Newco nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it in the Commitment Letter. Newco has fully paid any and all commitment and other fees that have been incurred and are due and payable in connection with the Commitment Letter, and Newco will pay when due all other commitment and other fees arising under the Commitment Letter as and when they become payable. (c) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to or otherwise bound by any Contracts, or has (or prior to the No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning any equity investments to be made in or contributions to be made to Newco or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Commitment Letter or with their respective Affiliates. As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to or otherwise bound by any Contracts, or has (or prior to the No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning the ownership and operation of Newco, Merger Sub, the Surviving Corporation or any of its Subsidiaries at any time from and after the Effective Time. (d) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to any Contracts, or has (or prior to the No-Shop Period Start Date shall have) made or entered into any formal or informal arrangement or other understanding (whether or not binding), with any other Person that has or would have the effect of requiring such Person to provide Newco or Merger Sub with financing or other potential sources of capital (whether equity, debtor a hybrid thereof) in any such case on an exclusive basis in connection with the Merger or any other transaction contemplated by this Agreement, or that has or would have the effect of preventing, impairing or otherwise limiting the ability of any Person to provide financing or other potential sources of capital (whether equity, debt or a hybrid thereof) to any other Person in connection with any transaction involving the Company.

Financing. Anthem (a) On or prior to the date hereof, Parent has delivered to Cigna the Company true, accurate and complete copies of (i) a correct and complete the fully executed copy of the debt commitment letter, dated as of July 23the date of this Agreement, 2015by and among inter alia Parent and the Financing Parties specified therein (the “Initial Debt Commitment Letter”) and (ii) the executed fee letter(s), among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, supplements, amendments and other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with respect thereto of the type described in this subclause (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherin each case together with joinders to add additional Financing Parties), the “Debt Commitment LetterLetters”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toto the Debt Commitment Letters as in effect on the date hereof, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder Financing Parties party thereto have committed to lend Parent and/or its Subsidiaries party thereto the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the provision of such funds as set forth thereindebt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) for As of the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery date of this Agreement, to the Knowledge of the Parent the commitments under the Debt Commitment Letters are in full force and the respective commitments contained in the Commitment Letter effect and have not been withdrawn, rescinded, amendedreduced or terminated, restated or otherwise amended or modified in any respect prior and, to the execution Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as expressly set forth therein and delivery to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement. As of ), and the execution and delivery of this AgreementDebt Commitment Letters, in the Commitment Letter is in full force and effect and constitutes form so delivered, constitute the legal, valid and binding obligation of each of Anthem obligations of, and are enforceable against, Parent, its Subsidiaries party thereto and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting subject, in each case, to the enforcement of creditors’ rights generally, by general equitable principles Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the discretion Debt Commitment Letters to be paid on or before the date of this Agreement, and will pay in full any Governmental Entity such other amounts that are due and payable under the Debt Commitment Letters on or before which any proceeding seeking enforcement may be broughtthe Closing Date as and when due and payable. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than Except as expressly set forth in the Debt Commitment LetterLetters, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Debt Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing. Subject As of the date of this Agreement, other than the Debt Commitment Letters and a securities engagement letter (together with one or more fee and credit letters related thereto), there are no Contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach or a failure to satisfy a condition precedent by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, under the terms and conditions of the Initial Debt Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which Letter or would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions in any of the Debt Commitment Letters not being satisfied on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 6.3(a) and Section 6.3(b), the Debt Financing, when funded in accordance with the Initial Debt Commitment Letter and giving effect to any “flex” provision in or related to the Financing will not be satisfied Initial Debt Commitment Letter (including with respect to fees, expenses and original issue discount and similar premiums or that charges and after giving effect to the Financing or any other funds necessary maximum amount of flex (including original issue discount flex) provided under the Initial Debt Commitment Letter), together with cash and cash equivalents immediately available to Parent on the Closing Date, shall provide Parent with proceeds on the Closing Date sufficient for the satisfaction of all of AnthemParent’s and its SubsidiariesAffiliates’ obligations required to be satisfied on the Closing Date under this Agreement and the Initial Debt Commitment Letter (and the Definitive Agreements for the Debt Financing contemplated therein), including the payment of any fees, expenses and other amounts of or payable by Parent or Merger Sub or Parent’s other Affiliates on the Closing Date in connection with the Merger (as described in this Agreement) and the Debt Financing contemplated by the Initial Debt Commitment Letter and for any repayment or refinancing of the outstanding indebtedness of the Company, Parent and/or their respective Subsidiaries that is defined as the “Refinanced Indebtedness” in Exhibit A to the Initial Debt Commitment Letter (such amounts, collectively, the “Financing Amounts”). As of the date of this Agreement, no Financing Party under the Debt Commitment Letters has notified Parent or any of Parent’s Affiliates of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under the Debt Commitment Letters or intent not to provide the Debt Financing. (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement will to consummate the Merger or any of the other transactions contemplated by this Agreement, are not be available to Anthem on subject to, or conditioned on, the Closing Date. Anthem has fully paid all commitment fees receipt or other fees to availability of any funds or financing (including, for the extent required to be paid on or prior to avoidance of doubt, the date of this Agreement in connection with the Debt Financing).

Financing. Anthem (a) Parent has delivered to Cigna the Company true, correct and complete copies of (i) a correct the executed Debt Commitment Letter and complete fully executed copy Debt Fee Letters, which Debt Fee Letters have been redacted for fee amounts, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted, none of which redacted provisions would adversely affect the availability, conditionality or enforceability of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of debt financing contemplated by the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toto the Debt Commitment Letter, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder Debt Financing Sources party thereto have committed to lend provide Parent and/or its Subsidiary party thereto with the amounts set forth therein (in the provision of such funds as set forth therein, the “Financing”) Debt Commitment Letter for the purposes set forth in such Commitment Lettertherein. The only conditions precedent to the obligations of the Debt Financing Sources party to the Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior thereunder to provide the execution and delivery of this Agreement, and Facilities (as defined therein) on the respective commitments contained in Closing Date are the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. Financing Conditions. (b) As of the execution and delivery date of this Agreement, the Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification is contemplated (other than with respect to flex rights as set forth in the Debt Fee Letters and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and the Debt Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of each of Anthem of, and is enforceable against, Parent and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other non-affiliated parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedentsubject, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and Enforceability Exceptions. (iic) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem Parent has fully paid all commitment fees (or other fees to the extent required caused to be paid paid) any and all fees that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. Except as set forth in the Debt Commitment Letter and the Debt Fee Letters, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letter or the Debt Financing that imposes conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date in each case, other than any customary engagement letters or non-disclosure agreements which do not impact the conditionality, availability or amount of the Debt Financing and that, in the case of such customary engagement letters, copies of which (which may include customary redactions) have been delivered to the Company as of the date hereof. (d) Assuming the accuracy of the Company’s representations and warranties set forth in Article 3 and compliance by the Company in all material respects with its obligations hereunder, and assuming satisfaction of the conditions in Article 6 (other than the conditions set forth in Section 6.3(a) and Section 6.3(b) and those conditions that by their nature can only be satisfied at the Closing), as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter or to prevent the satisfaction of any condition to the availability of the Debt Financing. Assuming satisfaction of the conditions in Article 6 (other than the conditions set forth in Section 6.3(a) and Section 6.3(b)) and that the Debt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, the proceeds from the Debt Financing, together with available cash of Parent and its Subsidiaries and other amounts expected to be available to Parent and its Subsidiaries, will be sufficient for Parent to pay the Required Amount. (e) Parent and Parent Merger Subs expressly acknowledge and agree that their obligations under this Agreement to consummate the Transactions or any of the other transactions contemplated by this Agreement are not subject to, or conditioned on, the receipt or availability of any funds or the Debt Financing.

Financing. Anthem (a) Parent has delivered to Cigna (i) a correct the Company true and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect copies as of the date of this Agreement of (i) a fully executed debt commitment letter, dated as of the date of this Agreement (including all exhibits and schedules thereto, the “Debt Commitment Letter”), by and among inter alia Parent and the Financing Parties specified therein and (ii) a correct the executed fee letter, dated the date of this Agreement, referenced therein, relating to fees and complete fully executed copy other terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability, or aggregate principal amount of the fee letter referenced therein Debt Financing) (togetherthe “Fee Letter” and together with the Debt Commitment Letter, the “Debt Commitment LetterLetters”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toto the Debt Commitment Letters, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder Financing Parties party thereto have committed to lend provide Parent and/or its Subsidiary party thereto with the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the provision of such funds as set forth thereindebt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) for As of the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery date of this Agreement, the Debt Commitment Letters are in full force and effect and the respective commitments contained in the Commitment Letter thereunder have not been withdrawn, rescinded, amendedreduced or terminated, restated or otherwise amended or modified in any respect prior and, to the execution Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and delivery similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement. As of ), and the execution and delivery of this AgreementDebt Commitment Letters, in the Commitment Letter is in full force and effect and constitutes form so delivered, constitute the legal, valid and binding obligation of each of Anthem obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other non-affiliated parties thereto, except as limited by laws affecting subject, in each case, to the enforcement of creditors’ rights generally, by general equitable principles Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the discretion Debt Commitment Letters to be paid on or before the date of this Agreement, and will pay in full any Governmental Entity such amounts as and when due and payable on or before which any proceeding seeking enforcement may be broughtthe Closing Date. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than Except as expressly set forth in the Debt Commitment Letter. Subject Letters, there are no conditions precedent to the terms and conditions obligations of the Commitment Letter, and assuming Financing Parties party thereto to provide the accuracy Debt Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of Cigna’s representations and warranties contained the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 3.2 in all material respects6.3(a) and 6.3(b), the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the conditions Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not be satisfied perform its obligations thereunder. Except for customary engagement letters and for the redacted Fee Letter provided to the Company in accordance with clause (a) above, as of the date of this Agreement, there are no contracts, agreements, “side letters” or that the Financing other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letters. The Debt Financing, when funded in accordance with the Debt Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letters (including with respect to fees and original issue discount), together with cash and the other sources of immediately funds necessary available to Parent on the Closing Date, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of AnthemParent’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on and the Closing Date. Anthem has fully paid all commitment Debt Commitment Letters, including the payment of the Cash Consideration, the Preferred Merger Consideration and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other fees to Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the extent Company and/or its Subsidiaries contemplated by, or required to be paid on or prior to the date of this Agreement in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the “Financing Amounts”). (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or the Debt Financing.

Financing. Anthem (a) Parent and Purchaser will have sufficient funds to enable Purchaser to acquire all the outstanding Shares in the Offer at the Purchase Date and to consummate the Merger at the Effective Time. (b) Parent has delivered provided to Cigna the Company true, complete and correct copies of (i) a correct and complete fully executed copy of the commitment letter, dated as the date of July 23this Agreement, 2015to provide equity financing in an aggregate amount set forth therein (the “Equity Commitment Letter”) and (ii) fully executed commitment letter(s), among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Debt Commitment Letter”) pursuant to which Credit Suisse (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to“Lenders”) have committed, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts provide debt financing in an aggregate amount set forth therein (being collectively referred to as the provision of such funds “Debt Financing,” and together with the financing referred to in clause (i) being collectively referred to as set forth therein, the “Financing”) for ). As of the purposes set forth in such date of this Agreement, neither the Equity Commitment Letter. The Letter or Debt Commitment Letter has not been amendedamended or modified, restated no such amendment or otherwise modified or waived prior to the execution and delivery of this Agreementmodification is contemplated, and the respective commitments contained in the Commitment Letter such letters have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect respect. Parent has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter and the Debt Commitment Letter that are payable on or prior to the execution date hereof, and delivery of this Agreement. As of the execution and delivery of this Agreement, the Equity Commitment Letter is and the Debt Commitment Letter are in full force and effect and constitutes are the legalvalid, valid binding and binding enforceable obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment LetterFinancing, other than as expressly set forth in or expressly contemplated by the Equity Commitment Letter. Subject to Letter or the terms and conditions of the Debt Commitment Letter, and assuming respectively. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the accuracy part of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment Parent or Purchaser under any term or condition of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers Equity Commitment Letter and the other transactions contemplated hereby. As Debt Commitment Letter and, as of the execution and delivery date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on Purchaser at the Closing Date. Anthem has fully paid all commitment fees or other fees dates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the extent required to be paid on or prior to Offer and at the date of this Agreement in connection with the FinancingEffective Time, as applicable.

Financing. Anthem (a) As of the date of this Agreement, Parent has delivered to Cigna (i) the Company a true, complete and correct and complete copy of a fully executed copy of the debt commitment letter, dated as of July 23, 2015, among Anthem, Bank the date of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities this Agreement (USA) LLC, UBS Securities LLC and UBS AG, including together with all exhibits, schedules, annexes and amendments joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Debt Commitment Letter”) and fully executed fee letters (together with all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Fee Letters”) relating thereto (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted so long as no such letter in effect as redaction covers terms that would adversely affect the amount, conditionality, or availability of the date of this Agreement Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to collectively herein as the “Debt Financing Commitment”), among Parent, Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethertogether with Deutsche Bank Securities Inc., the “Commitment LetterParties”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant toCommitment Parties have agreed, and subject to the terms and conditions ofof the Debt Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the Debt Financing Commitment Letteris referred to herein as the “Debt Financing.” (b) The Debt Financing Commitment is, as of the date hereof, in full force and effect. The Debt Financing Commitment is the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the commitment other parties thereunder have committed thereto (except to lend the amounts set forth therein (extent enforcement may be limited by the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment LetterRemedies Exceptions). The Debt Financing Commitment Letter has not been or will not be amended, restated modified, supplemented, extended or otherwise modified or waived prior to the execution and delivery of this Agreementreplaced, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreementexcept as permitted under Section 5.17(f). As of the execution and delivery of this Agreementdate hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and(i) neither Parent nor, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ any other parties theretocounterparty to the Debt Financing Commitment is in breach of any of its covenants or other obligations set forth in, enforceable or is in accordance default under, the Debt Financing Commitment and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Debt Financing Commitment), no event has occurred which, with its terms against Anthem andor without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default on the part of Parent (or, to the Knowledge knowledge of AnthemParent, each any of the Commitment Parties) under the Debt Financing Commitment, (B) constitute or result in a failure to satisfy a condition or other parties theretocontingency set forth in the Debt Financing Commitment, or (C) otherwise result in any portion of the Debt Financing not being available on the Closing Date. As of the date hereof, Parent has not received any notice or other communication from any party to the Debt Financing Commitment with respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Debt Financing Commitment or (ii) any intention of such party to terminate the Debt Financing Commitment or to not provide all or any portion of the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 hereof and assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Debt Financing Commitment), as of the date hereof, Parent and the Merger Subs: (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing and (ii) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Debt Financing Commitment to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable (except as limited by laws affecting to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking extent enforcement may be broughtlimited by the Remedies Exceptions) or (B) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Financing Commitment to not be available to Parent and the Merger Subs on the Closing Date. There As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment LetterDebt Financing Commitment. Subject There are no side letters or other agreements, contracts or arrangements, whether written or oral, related to the terms and conditions funding of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment full amount of the Cash Consideration, any Debt Financing other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred than as expressly set forth in connection with this Agreement, or expressly contemplated by the Mergers and the other transactions contemplated herebyDebt Financing Commitment. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all All commitment fees or other fees to the extent or deposits required to be paid under the Debt Financing Commitment on or prior to the date of this Agreement have been paid in connection with the Financingfull.

Financing. Anthem (i) The Buyer will have available to it at the Closing all funds necessary for its payment of the Closing Merger Consideration in accordance with this Agreement and for all other actions necessary for Buyer to consummate the transactions contemplated in this Agreement. The Buyer understands that its obligations to consummate the transactions (ii) Buyer has delivered to Cigna the Company a true, complete and correct copy of (i) a correct and complete fully an executed copy of the debt commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LynchSenior Funding, PierceInc. and Barclays Bank PLC (the “Debt Commitment Letter”) and (ii) each related fee letter (with customary redactions only with respect to fee amounts and the economic terms of the “market flex” provisions and nothing which would affect the amount or availability of the Financing), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporatedin each case of the foregoing clauses (i) and (ii), Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement hereof (such Debt Commitment Letter and (ii) a correct and complete fully executed copy of the related fee letter referenced therein (togetherletters, as they may be amended, modified or replaced in accordance with Section 4.9, collectively, the “Commitment LetterFinancing Commitments”) (it being understood that such fee letter has been redacted ), which establish commitments to omit the fee amounts). Pursuant to, provide debt financing in an aggregate amount set forth therein and subject only to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (such debt financing described in the provision Financing Commitments of such funds as set forth aggregate amount described therein, the “Financing”). (iii) As of the date hereof, none of the Financing Commitments have been amended or modified and no amendment or modification to the Financing Commitments is contemplated; provided that, for purposes of the purposes set forth foregoing, the existence or exercise of the “flex” provisions contained in such Commitment Letterone or more fee letters with respect to the Financing Commitments shall not constitute an amendment or modification of the Financing Commitments. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter Financing Commitments have not been withdrawnterminated, rescindedreduced, amended, restated withdrawn or otherwise modified rescinded in any respect and, other than any replacement of the Financing Commitments permitted pursuant to Section 4.9, no such termination, reduction, withdrawal or rescission is contemplated. There are no side letters or other contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to the Company pursuant to this Section 3.2(e). The Buyer has fully paid any and all commitment fees or other fees, amounts or expenses in connection with the Financing Commitments that are payable on or prior to the execution date hereof and delivery the Buyer is unaware of this Agreement. As any fact or occurrence existing on the date hereof that would reasonably be expected to cause any of the execution and delivery assumptions or any of this Agreement, the Commitment Letter is statements set forth in the Financing Commitments to be ineffective or inaccurate. The Financing Commitments are in full force and effect and constitutes the obligations set forth therein (including, for the avoidance of doubt, the obligation to provide the Financing upon satisfaction or waiver of the Limited Financing Conditions) are the legal, valid valid, binding and binding obligation enforceable obligations of each of Anthem the Buyer and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemBuyer’s Knowledge, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Financing, including any condition relating to the availability of the Financing pursuant to the Commitment Letterany “flex” provision, other than as expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respectsLetter (such conditions, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby“Limited Financing Conditions”). As of the execution and delivery of this Agreement, (i) no No event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both would both, constitutes or could reasonably be expected to constitute a default) default or result in a failure to satisfy a condition precedent, in each case, breach on the part of Anthem the Buyer or, to the Knowledge of AnthemBuyer’s Knowledge, any other party to thereto under any of the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any Financing Commitments. The Buyer has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be made available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid Buyer on or prior to the Closing, and the Buyer is not aware of the existence of any current or anticipated fact or event as of the date hereof that would reasonably be expected to cause such conditions to funding not be satisfied on a timely basis or the Closing not to occur. The Buyer has not incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other liability of any kind, in either case which could reasonably be expected to impair or adversely affect the resources, funds or capabilities addressed by this Agreement in connection with Section 3.2(e) (including the Financing Commitments and the Financing).

Financing. Anthem (a) Parent has delivered to Cigna (i) a the Company true, correct and complete fully executed copy of the commitment lettercopies, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Agreement, of an executed debt financing commitment letter and the related fee letter (ii) a correct and complete fully executed copy of provided, that provisions in the fee letter referenced related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and other items not affecting conditionality have been redacted) from the financial institutions identified therein (togetheras the same may be amended, supplemented or otherwise modified or replaced as contemplated herein, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toprovide, and subject to the terms and conditions oftherein, the Commitment Letter, the commitment parties thereunder have committed to lend debt financing in the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”). (b) for the purposes set forth in such Commitment Letter. The Debt Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the execution and delivery date hereof (other than amendments or modifications that are expressly permitted by Section 6.14(c)), and, as of this Agreementthe date hereof, and the respective commitments contained in the Debt Commitment Letter have not been withdrawnwithdrawn or rescinded. Assuming the Debt Financing is funded in accordance with the Debt Commitment Letter, rescindedthe aggregate proceeds contemplated by the Debt Commitment Letter will, amendedtogether with Parent’s immediately available and unrestricted cash, restated or otherwise modified in any respect prior be sufficient when funded for Parent and the Surviving Corporation to consummate the Merger and the other transactions contemplated by this Agreement, including without limitation, to pay the aggregate Merger Consideration to be paid to the execution holders of shares of Common Stock, the aggregate Preferred Share Merger Consideration to be paid to the holders of shares of Series A Convertible Preferred Stock, and delivery the aggregate consideration to be paid to holders of Options and Restricted Shares as a result of the Merger, and all fees and expenses related to the Merger and the other transactions contemplated by this Agreement. As of the execution and delivery of this Agreement, the The Debt Commitment Letter is in full force and effect and constitutes not subject to any conditions precedent or other contingencies other than as set forth therein and, as of the date hereof, is the legal, valid valid, binding and binding obligation enforceable obligations of each of Anthem Parent and Sub and, insofar as is known to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, All commitments and other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts fees required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Debt Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or Letter prior to the date of this Agreement hereof have been paid in connection with the Financingfull.

Financing. Anthem (a) Purchaser has delivered to Cigna Seller complete and correct copies of (i) a correct and complete fully the executed copy of the debt commitment letter, dated as of July 23the date of the Original Agreement, 2015and as amended on or prior to the date of this Amended Agreement, among Anthembetween Purchaser and the financial institutions identified therein and the executed fee letters, Bank fee credit letters and engagement letters associated therewith (provided, that the amounts and percentages in the fee letter related to fees, certain other economic terms and the “flex” provisions included therein, but only to the extent that none of Americasuch provisions would adversely affect conditionality, N.A.may be redacted) (such commitment letter, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including together with all exhibits, schedules, annexes annexes, supplements and amendments to such letter in effect as of the date of this Agreement thereto and (ii) a correct and complete fully executed copy of the any related redacted fee letter referenced therein (togetherletters, collectively, the “Commitment LetterDebt Financing Commitment”) (it being understood that such fee letter has been redacted ), pursuant to omit which, upon the fee amounts). Pursuant to, terms and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder Financing Sources have committed agreed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Amended Agreement, and (ii) the provision executed Escrow Notes and the Escrow Indenture Documents, pursuant to which, subject to satisfaction of such funds as certain conditions set forth therein, funds could be released from an escrow account for purposes of funding the “Financing”transactions contemplated by this Amended Agreement. As of the date hereof and except to the extent provided therein as a result of the issuance of the Escrow Notes or as otherwise permitted by Section 6.12, (x) for the purposes set forth in such Debt Financing Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior since copies thereof were delivered to Seller, (y) no such amendment, restatement, modification or waiver is contemplated and (z) the execution and delivery of this Agreement, and the respective commitments commitment contained in the Debt Financing Commitment Letter have has not been withdrawn, rescinded, amended, restated terminated or otherwise modified rescinded in any respect prior to the execution and delivery of this Agreementrespect. As of the execution date hereof, there are, and delivery are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the Debt Financing Commitment (other than customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.07(a), but in each case of this Agreementthe foregoing, which do not adversely affect the conditionality, enforceability, termination, principal amount or availability of the Debt Financing). As of the date of hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation obligations of each of Anthem Purchaser and, to the Knowledge of ▇▇▇▇▇▇Purchaser, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generallygenerally and subject to general principles of equity, by general equitable principles regardless of whether considered in a proceeding in equity or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtat Law. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter(including any “flex” provisions), other than as expressly set forth in the Debt Financing Commitment Letterand the Escrow Indenture Documents. Subject to Assuming (A) the terms Debt Financing is funded in accordance with the Debt Financing Commitment and conditions of the Commitment LetterEscrow Indenture Documents, and assuming (B) the accuracy of Cigna’s the representations and warranties contained set forth in Section 3.2 in all material respectsArticles III and IV, and (C) performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the Closing, the net aggregate proceeds to be disbursed pursuant to the agreements contemplated from by the FinancingDebt Financing Commitment, the Escrow Notes and the Escrow Indenture Documents, together with Purchaser’s unrestricted cash on hand and other financial resources of Anthem, willaccess to capital, in the aggregate, aggregate will be sufficient for Purchaser to pay the payment of Estimated Purchase Price on the Cash ConsiderationClosing Date, any other amounts payment required to be paid made by Purchaser pursuant to Article II Section 2.04 (if any) and all related fees and expenses and any other fees and expenses reasonably expected to be incurred payment contemplated in connection with this Amended Agreement, the Mergers Debt Financing Commitment and the other transactions contemplated herebyEscrow Indenture Documents. As Assuming the accuracy of the execution representations and delivery warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of their obligations under this Amended Agreement, as of the date hereof, (iI) no event has occurred which that would result in any breach or violation of or constitute a breach or default (or an event which with notice or lapse of time or both would constitute become a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, by Purchaser under the Commitment LetterDebt Financing Commitment, the Escrow Notes and/or the Escrow Indenture Documents and (iiII) Anthem Purchaser does not have any reason to believe that any of the conditions to the Debt Financing and/or the release of proceeds from escrow with respect to the Escrow Notes will not be satisfied or that the proceeds of the Debt Financing or any other funds necessary for (including the satisfaction release of all the proceeds of Anthem’s and its Subsidiaries’ obligations under this Agreement the Escrow Notes from escrow) will not be available to Anthem Purchaser on the Closing Date. Anthem Purchaser has fully paid or has caused to be fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date hereof pursuant to the Debt Financing Commitment and the Escrow Indenture Documents. (b) The obligations of Purchaser under this Amended Agreement in connection with are not subject to any conditions regarding the Financingability of Purchaser, any of its Affiliates or any other Person to obtain financing for the consummation of the transactions contemplated hereby.

Financing. Anthem (a) As of the date of this Agreement, Parent has delivered to Cigna (i) the Company a true, complete and correct and complete copy of a fully executed copy of the debt commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and (ii) joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced, or otherwise modified from time to time in a correct and complete fully executed copy manner not in violation of the fee letter referenced therein (togetherSection 7.13(b), the “Commitment Letter”) (it being understood that such and the fully executed fee letter has been redacted (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced or otherwise modified from time to omit time in a manner not in violation of Section 7.13(b), the “Fee Letter”) relating thereto (except that, at the election of Parent, the fee amounts). Pursuant to, “flex terms”, pricing (including yield or interest rate) caps, original issue discount amounts, and other economic or similar terms in the Fee Letter may be redacted so long as no provision that would reasonably be expected to adversely affect the aggregate principal amount, conditionality, availability, termination, or enforceability of the Financing may be redacted) (such Commitment Letter and Fee Letter are referred to collectively herein as the “Financing Commitment”), among Parent and the Financing Sources, pursuant to which the Financing Sources have agreed, subject to the terms and conditions ofof the Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the aggregate amount of debt financing described therein. (b) The Financing Commitment Letteris, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreementdate hereof, the Commitment Letter is in full force and effect and constitutes effect. The Financing Commitment is the legal, valid valid, binding and binding enforceable obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, as the case may be, in each case, except as limited by laws that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium, equitable principles or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights and remedies generally. The Financing Commitment has not or will not be amended, modified, supplemented, extended or replaced, except as permitted under Section 7.13(b). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other counterparty to the Financing Commitment is in breach of any of its covenants or other obligations set forth in, or is in default under, the Financing Commitment, in each case, to the extent any such breach would reasonably be expected to have an adverse effect on the amount, conditionality, or availability of the Financing, and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by general equitable principles Parent of the conditions set forth in the Financing Commitment), no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default on the part of Parent (or, to the knowledge of Parent, any of the Financing Sources) under the Financing Commitment, (B) constitute or result in a failure to satisfy a condition set forth in the Financing Commitment, or (C) otherwise result in any portion of the Financing not being available on the Closing Date (except as would be financed by Parent with cash or equity). As of the date hereof, Parent has not received any written notice or other written communication from any party to the Financing Commitment with respect to (i) any actual or potential material breach or default on the part of Parent or any other party to the Financing Commitment or (ii) any intention of such party to terminate the Financing Commitment or to not provide all or any portion of the Financing, in each case, to the extent any such written notice or other written communication would reasonably be expected to have an adverse effect on the amount, conditionality or availability of the Financing. Assuming the satisfaction of the conditions set forth in Section 8.1 and Section 8.3 hereof and the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of a condition precedent set forth in the Financing Commitment), as of the date hereof, Parent, Merger Sub 1, and Merger Sub 2: (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing and (ii) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Financing Commitment to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable or (B) otherwise cause any portion of funding contemplated by the discretion Financing Commitment to not be available to Parent on the Closing Date. As of any Governmental Entity before which any proceeding seeking enforcement may be brought. There the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing pursuant other than as expressly set forth in the Financing Commitment. There are no side letters or other agreements, contracts or arrangements, whether written or oral, that would affect the availability or conditionality of the Financing on the Closing Date, in each case, to which the Commitment LetterParent, Merger Sub 1 or Merger Sub 2 are a party, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds or expressly contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to by the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing DateCommitment. Anthem has fully paid all All accrued commitment fees or other fees to the extent or deposits required to be paid under the Financing Commitment on or prior to the date of this Agreement have been paid in connection full. (c) The aggregate proceeds committed pursuant to the Financing Commitment, together with any cash currently available to Parent, are sufficient (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including original issue discount “flex”) contemplated by the Financing Commitment) to enable Parent to (i) pay all of the Cash Consideration together with the Financingaggregate amount cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.5 and (ii) pay all related fees and expenses associated with the transactions contemplated by this Agreement.

Financing. Anthem Parent has delivered to Cigna (i) a the Company true, correct and complete fully executed copy of the commitment lettercopies, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and Agreement, of (iii) a correct and complete fully an executed copy of the fee commitment letter referenced therein (together, the “Commitment Equity Funding Letter”) from certain parties (it being understood that such fee letter has been redacted the “Equity Providers”) to omit the fee amounts). Pursuant toprovide, and subject to the terms and conditions oftherein, equity financing in the Commitment Letter, the commitment parties thereunder have committed to lend the amounts aggregate amount set forth therein (being collectively referred to as the provision “Equity Financing”), and (ii) an executed commitment letter and a redacted form of such funds fee letter, dated as of the date of this Agreement, from the financial institutions identified therein (the “Debt Commitment Letter” and, together with the Equity Funding Letter, the “Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth thereintherein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”) for ). As of the purposes set forth in such Commitment Letter. The date hereof, neither the Equity Funding Letter nor Debt Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter such letters have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letter and the Debt Commitment Letter that are payable on or prior to the execution date hereof. Assuming the Financing is funded in accordance with the terms and delivery conditions of the Financing Letters and assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company of its obligations under Section 5.1, the net proceeds contemplated by the Equity Funding Letter and Debt Commitment Letter will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate the Transactions upon the terms and conditions contemplated by this Agreement. As of the execution and delivery date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under the Equity Funding Letter or the Debt Commitment Letter is in full force Letter; provided that Parent and Merger Sub are not making any representation regarding the effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding inaccuracy of the full amount representations and warranties in Article III. As of the Financing pursuant to the Commitment Letterdate of this Agreement, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s the representations and warranties contained set forth in Article III and performance by the Company of its obligations under Section 3.2 in all material respects5.1, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem Parent or Merger Sub on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingClosing. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein.

Financing. Anthem (a) At the Closing, Parent will have, or will have available to it, the funds necessary to consummate the Merger and the other transactions contemplated by this Agreement, including to pay (i) the Merger Consideration in full in accordance with the terms of this Agreement, (ii) all unpaid transaction fees to be paid in connection with the consummation of the Merger and any amounts required to be paid by Parent pursuant to the terms of this Agreement, (iii) all obligations pursuant to the Company’s Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, as amended, with the lenders that are parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and Canadian administrative agent (the “Company Credit Agreement”) and any amounts to be paid in connection with any other Debt Payoff or any Debt Offer, and (iv) any fees and expenses associated with the foregoing (collectively, the “Required Payments”). Prior to the execution of this Agreement, Parent has delivered to Cigna (i) a correct the Company an accurate and complete fully executed copy of the executed debt commitment letter, dated as of July 23June 8, 2015, among Anthem, Bank of America, N.A.▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, Pierce▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC Aktiengesellschaft and UBS UniCredit Bank AG, including all exhibits, schedulesschedules or amendments (if any) thereto (including any replacement of such debt commitment letter in connection with any Alternative Financing or otherwise, as replaced, amended, supplemented, modified or waived, including all exhibits, schedules and annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherletters, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted pursuant to omit which the fee amounts). Pursuant toFinancing Sources named therein have committed, upon the terms and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder have committed to lend provide financing in the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to purpose of funding the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. Required Payments. (b) As of the execution and delivery date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes has not been withdrawn or terminated or otherwise amended or modified. The Debt Commitment Letter, in the form delivered to the Company, is a legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited enforcement may be subject to the General Enforceability Exceptions. (c) There are no other agreements, side letters, understandings or arrangements relating to the Debt Commitment Letter or fee letter that would permit a reduction in the amounts provided under the Debt Commitment Letter (other than contemplated by laws affecting the enforcement terms of creditors’ rights generallythe Debt Commitment Letter and fee letter as in effect on the date of this Agreement) or impose additional conditions precedent or permit any party thereto to expand, amend or modify any of the conditions precedent set forth therein or which would limit or delay the obligations of the Financing Sources to provide sufficient funding to make the Required Payments in accordance with the terms of the Debt Commitment Letter or contain any conditions to consummation of the transactions contemplated by general equitable principles this Agreement or by the discretion Debt Financing. Prior to the execution of this Agreement, Parent has delivered to the Company accurate and complete copies of any Governmental Entity before such letters referenced in this Section 5.5(c), none of which (including any proceeding seeking enforcement may fee letters relating thereto) would reasonably be broughtexpected to materially and adversely affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing. (d) As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article IV such that the condition set forth in Section 8.2(a) is satisfied, no event has occurred, which constitutes a default or breach on the part of Parent, or, to the knowledge of Parent, any other party thereto, under any term or condition of the Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing pursuant to the Commitment LetterDebt Financing, other than as expressly set forth in the Debt Commitment Letter. Parent has, or has caused to be, fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or prior to the date of this Agreement. As of the date of this Agreement, assuming no breach by the Company of its representations and warranties under this Agreement and no breach or default by the Company of its obligations under this Agreement, Parent is not aware of any fact or occurrence as of the date of this Agreement that, with or without notice, lapse of time or both, would reasonably be expected to (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate, (ii) result in any of the terms or conditions in the Debt Commitment Letter not being satisfied, (iii) cause the Debt Commitment Letter to be ineffective, or (iv) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the Merger and the other transactions contemplated by this Agreement. (e) Subject to the terms and conditions of the Debt Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net aggregate proceeds contemplated from the Debt Financing, together with the other financial available capital resources of AnthemParent and its Subsidiaries, will, in the aggregate, will be sufficient for to (i) enable Parent and Merger Sub to deliver the payment of Merger Consideration following the Cash ConsiderationClosing Date in accordance with this Agreement, any other amounts required to be paid pursuant to Article II and any other fees and (ii) pay all expenses reasonably expected to be incurred by Parent in connection with this Agreement, Agreement and all other amounts payable by Parent at the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment LetterClosing, and (iiiii) Anthem does not have any reason to believe that any pay the remainder of the conditions other Required Payments. (f) In no event will the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Debt Commitment Letter) by or to the Financing will not be satisfied or that the Financing Parent or any other funds necessary for the satisfaction financing transaction be a condition to any obligation of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingParent hereunder.

Financing. Anthem (a) Parent has delivered to Cigna the Company true and complete copies of (i) a correct and complete fully the executed copy of the commitment letter, dated as of July 23, 2015the date hereof, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC Parent and UBS AG, the financial institutions party thereto including all exhibits, schedules, schedules and annexes and amendments to such letter in effect as of the date execution and delivery of this Agreement and (ii) a correct and complete fully the executed copy of the fee letter referenced therein letters related thereto (together, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to,” and, and subject to the terms and conditions oflast sentence of Section 7.13(c), the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for (it being understood that such fee letters have been redacted to remove fees, the purposes set forth rates and amounts in such Commitment Letterthe “market flex”, if any, securities demand provisions, if any, and other economic terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). The Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the execution and delivery of this Agreement, other than the Debt Commitment Letter, there are no side letters or other written agreements, contracts or arrangements that impose conditions or other contingencies related to the funding of the full amount of the Financing. As of the execution and delivery of this Agreement, there are no conditions or other contingencies related to the respective funding of the full amount of the Financing, other than as set forth in the Debt Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect prior to the execution and delivery date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force represents (A) a valid, binding and effect enforceable obligation of Parent and constitutes (B) to the legalknowledge of Parent, valid a valid, binding and binding enforceable obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties party thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge case of Anthem, each of the other parties theretoclauses (A) and (B), except as may be limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyEnforceability Limitations. As of the execution and delivery of this Agreement, (i) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived and (ii) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. Parent or the Parent Subsidiaries have fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid pursuant to the terms of the Debt Commitment Letter on or prior to the execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due on or before the Closing Effective Time. As of the execution and delivery of this Agreement, no event has occurred which occurred, which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or, to the Knowledge knowledge of AnthemParent, any other party to the Debt Commitment Letter. Assuming satisfaction of the conditions set forth in Article VIII, under the Commitment Letter, and (ii) Anthem does not have any Parent has no reason to believe that any of the conditions to funding set forth in the Debt Commitment Letter will not be satisfied, nor does Parent have knowledge, as of the execution and delivery of this Agreement, that the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be made available to Anthem Parent on the Closing Date. Anthem has fully paid Date in accordance with the terms of the Debt Commitment Letter. (b) Assuming the accuracy of the representations and warranties set forth in Article IV and the Company’s compliance with its obligations in this Agreement, the proceeds of the Financing, if funded, together with any available cash of Parent and the Parent Subsidiaries, shall constitute sufficient funds for Parent and the Parent Merger Subs to (i) make all commitment fees or other fees to the extent required cash payments contemplated to be paid on or prior to the date of made by them under this Agreement in connection with the FinancingTransactions (including the repayment or prepayment of the obligations under the Company Credit Agreement in an amount up to the obligations (other than obligations which, by the terms of the Company Credit Agreement (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement), and (ii) pay all related fees and expenses required to be paid by them on the Closing Date.

Financing. Anthem has delivered to Cigna (i) Sun Treasury (or one of its Affiliates) and certain financing institutions have entered into a correct and complete fully executed copy of the binding commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities letter (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted entitling Sun Treasury to omit borrow funds in an aggregate amount which, when combined with other funds available to ListCo, Sun or any of its applicable Affiliates to be used to part finance the fee amounts). Pursuant toCash Consideration, will be sufficient to satisfy ListCo, Merger Sub and/or Sun’s obligations under this Agreement, including the payment of the Cash Consideration, and subject to any fees and expenses of or payable by any of them hereunder, and for any repayment or refinancing of any existing indebtedness of Willow, Sun or any of their respective Subsidiaries contemplated by, or required in connection with the terms and conditions oftransactions described in, this Agreement or the Debt Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein Letter (the provision of such funds as set forth thereinamounts, the “Financing Amounts”). The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”. (ii) for Sun has delivered to Willow a true, complete and correct copy of the purposes Debt Commitment Letter and any fee letter related thereto (the “Fee Letter”, subject, in the case of such fee letter, to redaction solely of provisions that are customarily redacted in connection with transactions of this type and that would not reasonably be expected to affect the conditionality, enforceability, availability or (other than in connection with the fees and “flex” provisions) amount of the Debt Financing. ▇▇▇ expressly acknowledges and agrees that the obligations of Sun under this Agreement are not conditioned in any manner upon Sun obtaining any financing (including term loans, bridge financing and bonds). (iii) Except as expressly set forth in such Commitment Letter. The the Debt Commitment Letter has not been amendedand Fee Letter, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There there are no conditions precedent related to the obligations of the Financing Sources to provide the Debt Financing or any contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, impose any additional conditions precedent to the availability of the Debt Financing or that would reasonably be expected to affect the timing of the availability of or termination of the Debt Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. Other than the Debt Commitment Letter and the Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) to which Sun or any of its Affiliates is a party, or of which Sun has knowledge, relating to the funding of the full amount of the Debt Financing pursuant to or that would reasonably be expected affect the Commitment Letter, other than as expressly set forth in availability or conditionality of the Debt Financing or the enforceability of the Debt Commitment Letter. Subject to the terms Sun has paid in full any and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees due and payable pursuant to the extent required to be paid terms of the Debt Commitment Letter on or prior to before the date of this Agreement Agreement, and will pay in connection with full any such amounts due on or before the FinancingMerger Effective Date.

Financing. Anthem (i) Parent will have sufficient funds available to it for Parent and, after the Effective Time, the Surviving Corporation, to complete the Merger and refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f), and to satisfy the respective obligations of Parent and Merger Sub as and when contemplated by this Agreement and to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the Merger (including any fees and expenses relating to the Financing). (ii) Parent has delivered to Cigna the Company true and complete copies of (i) a correct and complete fully executed copy of the debt commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (including all schedules, annexes and exhibits thereto) (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) and (it being understood that such ii) the fully executed fee letter has been redacted letters referenced therein, relating to omit the fee amounts). Pursuant to, and subject fees with respect to the terms Financing contemplated by the Commitment Letter (collectively, the “Fee Letter,” and conditions of, together with the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth thereincollectively, the “FinancingCommitment Papers”) for ), by and among Parent and the purposes set forth in such Financing Sources specified therein (with only fee amounts and other economic terms, and the “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the Commitment Letter). The As used herein, the debt financing contemplated in the Commitment Letter has not been amendedPapers, restated together with, unless the context otherwise requires, any replacement financing, including any bank financing or otherwise modified or waived prior debt securities issued in lieu thereof, is collectively referred to as the execution and delivery “Financing.” As of the date of this Agreement, and the respective commitments contained in each of the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter Papers is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the Company is contemplated as of the date of this Agreement (other than as set forth in the Fee Letter with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Papers as of the date of this Agreement), and each of the Commitment Papers, in the form so delivered, constitutes the legal, valid and binding obligation of each of Anthem of, and is enforceable against, Parent and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generallysubject, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related in each case, to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than Bankruptcy and Equity Exception. Except as expressly set forth in the Commitment Letter. Subject Papers and except for any engagement letters, fee credit letters and fee letters related to the terms and conditions permanent financing described in the Commitment Papers, as of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent, Merger Sub or any of their respective affiliates is a party relating to the Commitment Papers or the Financing. (iiii) As of the date of this Agreement, no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, constitutes, or would constitute reasonably be expected to constitute, a default) default or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem breach by Parent or, to the Knowledge of AnthemParent, any other party thereto, of any term of the Commitment Papers. As of the date of this Agreement, no Financing Source party to the Commitment LetterLetter has notified Parent in writing of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its obligations hereunder, under the Commitment Letterin each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (ii) Anthem does not have any other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that any of the conditions to the availability and funding, as applicable, of the Financing contemplated by the Commitment Papers will not fail to be satisfied on the Closing Date or that the Financing or any other funds necessary for full amounts committed pursuant to the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement Commitment Letter will not be available to Anthem be funded on the Closing Date. Anthem has Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Papers or otherwise. (v) As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees to required by the extent required Commitment Papers to be paid on or prior to before the date of this Agreement Agreement. The only conditions precedent related to the obligations of the Financing Sources party to the Commitment Letter to fund the full amount of the Financing contemplated by the Commitment Letter are expressly set forth in connection with the FinancingCommitment Letter.

Financing. Anthem (a) Buyer has delivered to Cigna Seller (i) a true, correct and complete fully executed copy copies of the executed commitment letter, dated as of July 23March 2, 20152014, among Anthem, Bank of America, N.A., between Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LynchSenior Funding, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities Inc. (USA) LLC, UBS Securities LLC and UBS AG, including together with all exhibits, schedulesannexes, annexes schedules and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherattachments thereto, the “Commitment Financing Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit which the fee amounts). Pursuant tocounterparties thereto have committed, and subject to the terms and conditions ofthereof, the Commitment Letter, the commitment parties thereunder have committed to lend to Buyer, the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for and (ii) true and correct (subject to the purposes set forth in such Commitment redactions noted therein) copies of the executed fee letter, dated as of March 2, 2014, between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Fee Letter”) related to the Financing. The Commitment As of the date hereof, neither the Financing Letter nor the Fee Letter has not been amended, restated amended or otherwise modified or waived prior to the execution and delivery of this Agreement, date hereof and the respective commitments contained in the Commitment Financing Letter have not been withdrawn, rescinded, amended, restated withdrawn or otherwise modified rescinded in any respect prior material respect. If the conditions set forth in Section 8.3 have been satisfied or waived, at the Closing, the aggregate proceeds to be disbursed pursuant to the execution Financing, together with available cash, cash equivalents and delivery marketable securities of Parent and Buyer, in the aggregate, will be sufficient to make the payments contemplated in Section 9.1(c) and Section 3.2(d) of this Agreement and to pay all fees and expenses required to be paid by Buyer or Parent related to the Financing and the other transactions contemplated by this Agreement. . (b) As of the execution and delivery of this Agreementdate hereof, the Commitment Financing Letter is in full force and effect and constitutes is the legalvalid, valid binding and binding enforceable obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Buyer, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties theretoto the Financing Letter, in each case except as to the extent enforceability may be limited by laws bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, by general equitable equity principles (whether considered at a proceeding of law or by equity), the discretion implied covenant of any Governmental Entity before which any proceeding seeking enforcement may be broughtgood faith and fair dealing, or remedies in general, as from time to time in effect. There are no conditions precedent related or other contingencies relating to the funding of the full amount of the Financing pursuant to the Commitment LetterFinancing, other than as expressly set forth in the Commitment Financing Letter and the Fee Letter. Subject to the terms and conditions of the Commitment Letter, and assuming Assuming the accuracy of Cigna’s the representations and warranties of Seller contained in this Agreement such that the conditions in Section 3.2 in all material respects8.3(a) would be satisfied, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment as of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreementdate hereof, (i) no event has occurred which would constitute a breach or default (circumstance exists which, with or an event which with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) default or result in a failure to satisfy a condition precedent, in each case, breach on the part of Anthem orBuyer, or to the Knowledge knowledge of AnthemBuyer, any other party to the Commitment Letterparty, under the Commitment Letter, Financing Letter and the Fee Letter and (ii) Anthem does not have any reason to Buyer and Parent reasonably believe that any of the conditions to the Financing will not contemplated in the Financing Letter and the Fee Letter to be satisfied by Parent or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement Buyer will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on satisfied, at or prior to the date time contemplated hereunder for the Closing; provided that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement in connection with the FinancingAgreement.

Financing. Anthem Parent has delivered to Cigna (i) the Company a true, complete and correct and complete fully executed copy of an executed Commitment Letter (including all exhibits, annexes, schedules and term sheets and the commitment letterexecuted fee letters attached thereto or contemplated thereby (provided, that provisions in the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)), dated as of July 23September 19, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities 2016 (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect Commitment Letter as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 5.18, is referred to herein as the “Debt Financing Commitment”), among Parent and Lender, pursuant to which, among other things, Lender has agreed, subject to the terms and conditions ofof the Debt Financing Commitment, to provide or cause to be provided, the Commitment financing commitments specified in Section 4.27 of the Parent Disclosure Letter, the commitment parties thereunder have committed proceeds of which (including proceeds of any notes offering contemplated thereby) are to lend be used to fund the amounts set forth therein (Cash Consideration, refinance outstanding indebtedness of the provision of such funds Company and pay transaction fees and expenses. The financing commitments contemplated under the Debt Financing Commitment, as set forth thereinamended or replaced in compliance with Section 5.18, are referred to herein, individually and collectively, as the “Debt Financing”) for . Parent has fully paid any and all commitment fees or other fees in connection with the purposes set forth in such Debt Financing Commitment Letter. The Commitment Letter has not been amended, restated that are payable on or otherwise modified or waived prior to the execution and delivery of this Agreementdate hereof and, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery knowledge of this Agreement. As Parent, the Debt Financing Commitment is, as of the execution and delivery of this Agreementdate hereof, the Commitment Letter is in full force and effect and constitutes the effect. The Debt Financing Commitment is a legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto. The Debt Financing Commitment (or any Debt Financing contemplated thereunder) has not been or will not be amended or modified, except as limited by laws affecting consistent with Section 5.18, and, as of the enforcement date hereof, the Debt Financing Commitment has not been withdrawn or rescinded in any respect. As of creditors’ rights generallythe date hereof, by general equitable principles (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Debt Financing Commitment, and (ii) subject to the accuracy of the representations and warranties of the Company set forth in Article III hereof, the performance by the discretion Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any Governmental Entity before which any proceeding seeking enforcement may material term or condition of closing to be broughtsatisfied by the Debt Financing Commitment on or prior to the Closing Date. There As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as expressly set forth in Section 5 and Annex III of the Commitment LetterDebt Financing Commitment. Subject As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions to the terms and conditions funding of the Commitment Letter, and assuming Debt Financing not otherwise set forth in the accuracy Debt Financing Commitment) related to the funding of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net full amount of the Debt Financing. The aggregate proceeds contemplated from by the FinancingDebt Financing Commitment, together with other financial resources the available cash of AnthemParent and the Company on the Closing Date (if any) and any Alternative Financing (if any), will, in the aggregate, will be sufficient for the payment of Parent Entities to consummate the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with Mergers upon the terms contemplated by this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Anthem (a) Parent has delivered to Cigna (i) the Company a correct true, accurate and complete fully executed copy of the fully executed debt commitment letter, dated as of July 23August 15, 20152016 (together with all annexes, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities schedules and exhibits thereto) from the banks named therein to Parent (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togethercollectively, the “Debt Financing Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit the fee amounts). Pursuant toterms, and but subject to the terms and conditions ofconditions, of which the Commitment Letter, the commitment lender parties thereunder thereto have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of, among other things, financing the Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the provision of such funds as set forth thereinextent permitted by this Agreement), the “Debt Financing”) for the purposes set forth in such Commitment Letter). The Debt Financing Commitment Letter has not been amended, restated or otherwise modified or waived in any manner prior to the execution and delivery date of this Agreement and, as of the date of this Agreement, no such amendment, modification or waiver is pending or contemplated. As of the date of this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and the respective fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitment Letter have not been withdrawn, rescinded, amended, restated terminated or otherwise modified rescinded in any respect prior to the execution and delivery of this Agreementrespect. As of the execution and delivery date of this Agreement, the Debt Financing Commitment Letter is in full force and effect and constitutes the legalrepresents a valid, valid binding and binding enforceable obligation of each of Anthem Parent and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ each other parties party thereto, enforceable in accordance with its terms against Anthem and, to provide the financing contemplated thereby subject only to the Knowledge of Anthem, each satisfaction or waiver of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in Section 1 of the Debt Financing Commitment Letter. Subject Letter (the “Financing Conditions”) and subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyEnforceability Exception. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem Parent has fully paid (or caused to be paid) any and all commitment fees or and other fees to the extent required to be paid amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter, which breach or default would reasonably be expected to result in the inability of Parent to satisfy (or materially delay the ability of Parent to satisfy) any of the Financing Conditions on or prior to the Closing Date. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. (b) The Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand and the proceeds of the Replacement Financings, if any, will provide Parent with financing on the Closing Date that is sufficient for (i) the payment of the aggregate consideration payable by Parent on the Closing Date pursuant to Article III hereof and (ii) the payment of all costs, fees and expenses required to be borne by Parent and its Affiliates in connection with this Agreement on the Closing Date.

Financing. Anthem has delivered to Cigna (ia) Attached hereto as Exhibit C is a correct true and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AGcopy, including all exhibits, schedulesschedules or amendments thereto, annexes and amendments to such of the fully executed commitment letter in effect from Barclays Bank PLC, dated as of the date of this Agreement and hereof (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Debt Commitment Letter”) from the lenders party thereto (it being understood that such fee letter has been redacted collectively, the “Lenders”) relating to omit the fee amounts). Pursuant tocommitment of the Lenders to provide debt financing in the aggregate amount, and subject to the terms and conditions ofconditions, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision “Debt Financing”), and any fee letters related thereto (provided, that the amount of fees, “market flex” provisions, pricing terms and pricing caps set forth in the fee letters, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such funds as fee letters, including from any amendments thereto). Subject to the conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, Purchaser will have at the “Financing”) for Closing, sufficient funds on hand to consummate the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of transactions contemplated by this Agreement, the Transaction Documents and deliver the Aggregate Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement and the Transaction Documents at Closing. (b) The Debt Commitment Letter is in full force and effect and constitutes the legal, is valid and binding obligation of each of Anthem and, to enforceable against the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable thereto in accordance with its terms against Anthem andterms, except (i) to the Knowledge of Anthem, each of the other parties thereto, except as extent that enforceability may be limited by laws applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generallygenerally and (ii) that the availability of equitable remedies, by general equitable principles or by including specific performance, is subject to the discretion of any Governmental Entity the court before which any proceeding seeking enforcement thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with any cash on hand of the Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Purchaser’s related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no conditions precedent related side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as expressly set forth in or contemplated by the Debt Commitment Letter. Subject to the terms Purchaser has fully paid any and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with commitment fees or other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts fees required to be paid pursuant to Article II the terms of the Debt Commitment Letter, to the extent the same are due and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebypayable. As of the execution and delivery date of this Agreement, (ix) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn or rescinded in any way and (ii) no event has occurred which that (with or without notice, lapse of time or both) would constitute a breach or default (under the Debt Commitment Letter by Purchaser. Purchaser has no knowledge of any facts or an event which with notice or lapse of time or both would constitute a default) or circumstances that are reasonably likely to result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (iiA) Anthem does not have any reason to believe that any of the conditions to set forth in the Financing will Debt Commitment Letter not be being satisfied or that (ii) the Financing or any other funds necessary for funding contemplated in the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will Debt Commitment Letter not be being made available to Anthem Purchaser on a timely basis in order to consummate the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of transactions contemplated by this Agreement in connection with the FinancingAgreement.

Financing. Anthem Buyer has delivered to Cigna obtained: (i) a correct debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among Jefferies Finance LLC (“Jefferies”), Bank of Montreal (“BMO”), KeyBank National Association (“KeyBank”), CHS V and Buyer, pursuant to which each of Jefferies, BMO and KeyBank has committed to provide or cause to be provided debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event that the issuance and sale of senior secured second lien notes in a comparable amount is not consummated at or prior to the Closing) (the “Bridge Loans”) in connection with the transaction contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among General Electric Capital Corporation (“GE Capital”), GE Canada Finance, Buyer, BMO, Key Bank (together, the “Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in a senior secured credit facility of which up to Cdn $20,000,000 may be available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and together with the Bridge Loans Commitment Letter, the “Debt Commitment Letters”); and (iii) an equity financing commitment letter, dated as of July 23the date hereof, 2015pursuant to which CHS V has, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant toother things, and subject to the terms and conditions ofthereof, committed to provide equity financing to Buyer in connection with the transactions contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit G (the “Equity Commitment Letter, ”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the commitment parties thereunder have committed “Commitment Letters”. Subject to lend the amounts set forth therein (the provision of such funds as conditions expressly set forth therein, the “Financing”aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters provide all funds necessary (a) for to consummate the purposes set forth transactions contemplated hereby, including the payment of the Purchase Price, the deposit of the Escrow Amount, the payoff of the Company Senior Debt Payoff Amount and Indebtedness identified on the Indebtedness Pay-Off Schedule and the payment of the unpaid Seller Transaction Expenses in such accordance with the final invoices delivered pursuant to Section 2.02(i)(iv), and (b) to pay all fees and expenses of Buyer at the time of the Closing. The Debt Commitment LetterLetters (together with the ancillary documents referenced therein or delivered to the Company’s counsel) constitute all of the agreements entered into between Jefferies, BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and Buyer and its Affiliates with respect to the financing arrangements contemplated thereby. The Commitment Letter has Letters are not been amended, restated subject to any contingency or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion condition of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent kind whatsoever related to the funding of the full amount of the Financing pursuant to financing contemplated by the Commitment LetterLetters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as expressly set forth in the executed copies thereof (and in the copy of the “market flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letter. Subject Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer and, to the terms knowledge of Buyer, the other parties thereto, and conditions have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded. Neither Buyer nor any of its Affiliates is in breach of any of the Commitment Letter, and assuming the accuracy Letters nor do Buyer or any of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources its Affiliates have knowledge of Anthem, will, in the aggregate, be sufficient for the payment any breach of the Cash Consideration, Commitment Letters by any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and of the other transactions contemplated herebyparties thereto. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem ordate hereof, to the Knowledge of AnthemBuyer’s knowledge, (x) neither Buyer nor any other party to the any Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason Letter will be unable to believe that satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the Financing obligations under the Commitment Letters prior to the expiration thereof and (y) no portion of the financing contemplated by the Commitment Letters will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be made available to Anthem on Buyer at the Closing DateClosing. Anthem Buyer has fully paid in full any and all commitment fees or and/or other fees to the extent required to be paid on or prior to the date hereof under the terms of this Agreement in connection with the FinancingCommitment Letters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Senior Debt.

Financing. Anthem Parent will have at the Acceptance Time the funds necessary to consummate the Transactions, including the payment by Parent and Merger Sub of the aggregate amount of the Offer Price and Merger Consideration, other amounts payable pursuant to Article II, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions. Parent has delivered to Cigna the Company (i) a correct and complete fully executed copy of the commitment letter, dated as of July 23November 24, 2015, among AnthemPinnacle Foods Finance LLC, Bank a Delaware limited liability company and a wholly owned subsidiary of America, N.A.Parent (the “Borrower”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ IncorporatedIncorporated and Bank of America, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AGN.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Commitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced therein in the Commitment Letter (togetherthe “Fee Letter” and, together with the Commitment Letter, the “Commitment LetterFinancing Letters”) (it being understood that such fee letter the Fee Letter has been redacted to omit the fee amountsin a customary manner). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties lender thereunder have (together with any other lenders who may be added pursuant to the terms thereof, the “Lenders”) has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Neither the Commitment Letter nor the Fee Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery date of this Agreement. As of the execution and delivery date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem the Borrower and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ each of the other parties thereto, enforceable in accordance with its terms against Anthem the Borrower and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally, by generally and subject to the effect of general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtequity. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions The net proceeds of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, Financing will, in the aggregateaggregate and together with any cash or other funds available to Parent (including from the Borrower) and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Cash Consideration, aggregate cash portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the repayment of any existing indebtedness of the Company in connection with the Transactions and any other the payment of all fees and expenses reasonably expected to be incurred by Parent, the Borrower, Merger Sub and the Surviving Corporation in connection with this Agreement, the Mergers Transactions and the other transactions contemplated herebyFinancing. As of the execution and delivery date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or the Borrower or, to the Knowledge of AnthemParent, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of AnthemParent’s and its Subsidiaries’ Merger Sub’s obligations under this Agreement and the repayment of any existing indebtedness of the Company in connection with the Transactions and the payment of all fees and expenses reasonably expected to be incurred by Parent, the Borrower, Merger Sub and the Surviving Corporation in connection with the Transactions and the Financing will not be available to Anthem Parent on the Closing Date. Anthem Parent has fully paid (or caused to be paid) all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing. Neither Parent nor any Affiliate of Parent is a party to any side letters or other Contracts (other than the Financing Letters) that could affect the availability of the full amount of the Financing. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any financing.

Financing. Anthem (a) Purchaser is a party to and has delivered to Cigna (i) accepted a correct and complete fully executed copy of the commitment letter, dated as of July 23August 12, 20152021 (together with all exhibits and schedules thereto, among Anthemthe (“Debt Commitment Letter”) from the lenders party thereto (collectively, Bank of Americathe “Lenders”) pursuant to which the Lenders have agreed, N.A.subject to the terms and conditions thereof, ▇▇▇▇▇▇▇ Lynchto provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to as the “Debt Financing.” (b) Purchaser is a party to and has accepted a fully executed equity commitment letter, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement (together with all exhibits and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherschedules thereto, the “Equity Commitment Letter”), by and between ArcLight Energy Partners Fund VII, L.P. (the “Equity Investor”) (it being understood that such fee letter has been redacted and Purchaser, pursuant to omit which, upon the fee amounts). Pursuant to, terms and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the Equity Investors have agreed to invest in Purchaser the amount set forth therein. The equity financing committed pursuant to the Equity Commitment Letter is referred to as the “Equity Financing.” The Equity Financing and the Debt Financing are collectively referred to as the “Financing.” (c) for Purchaser has delivered to Seller true, complete and correct copies of the purposes executed Equity Commitment Letter and executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. The Equity Commitment Letter provides that Seller is an express third party beneficiary of the Equity Commitment Letter to the extent provided therein, and is entitled to enforce directly, the Equity Commitment Letter, to the extent provided herein and therein. (d) Except as expressly set forth in such the Equity Commitment Letter and the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Equity Financing or the Debt Financing or any contingencies that would permit the Lenders or the Equity Investors to reduce the total amount of the Debt Financing or the Equity Financing, including any condition or other contingency relating to the amount or availability of the Debt Financing or the Equity Financing pursuant to any “flex” provision. The Purchaser does not have any reason to believe that it shall be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Equity Commitment Letter has not been amended, restated or otherwise modified the Debt Commitment Letter on or waived prior to the execution and delivery Closing Date, nor does Purchaser have knowledge that any Lender or Equity Investor shall not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of this Agreementany kind relating to the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Equity Financing or the Debt Financing. (e) The Financing, when funded in accordance with the Equity Commitment Letter and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated and giving effect to any “flex” provision in or otherwise modified in any respect prior related to the execution Debt Commitment Letter (including with respect to fees and delivery original issue discount), shall provide Purchaser with cash proceeds on the Closing Date sufficient for the satisfaction of this Agreement. As all of the execution and delivery of Purchaser’s obligations under this Agreement, the Ancillary Agreements, the Equity Commitment Letter is and the Debt Commitment Letter, including the payment of the Closing Purchase Price, and any fees and expenses of or payable by Purchaser, Purchaser’s Affiliates or the Transferred Entities, and for any repayment or refinancing of any outstanding indebtedness of Purchaser and/or the Transferred Entities contemplated by, or required in full force connection with the transactions described in, this Agreement, the Ancillary Agreements, the Equity Commitment Letter or the Debt Commitment Letter (the “Financing Amounts”). (f) The Equity Commitment Letter and effect and constitutes the Debt Commitment Letter constitute the legal, valid valid, binding and binding obligation enforceable obligations of each of Anthem Purchaser and, to the Knowledge of ▇▇▇▇▇▇Purchaser, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of all the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtthereto and are in full force and effect. There are no conditions precedent related to the funding As of the full amount date hereof, no event has occurred which (with or without notice, lapse of the Financing pursuant time or both) could constitute a default, breach or failure to the Commitment Letter, satisfy a condition by Purchaser or any other than as expressly set forth in the Commitment Letter. Subject to party thereto under the terms and conditions of the Equity Commitment Letter or the Debt Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem Purchaser does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem in full on the Closing Datedate of the Closing. Anthem As of the date hereof, Purchaser has fully paid (or caused to be paid) in full any and all commitment fees or other fees to the extent required to be paid on or prior to before the date of this Agreement pursuant to the terms of the Debt Commitment Letter or any related fee letter and shall pay in connection with full on or before the Closing Date any such amounts due on or before the Closing Date. The Equity Commitment Letter and the Debt Commitment Letter have not been modified, amended or altered and none of the respective commitments thereunder has been terminated, reduced, withdrawn or rescinded in any respect, and, to the Knowledge of Purchaser, no termination, reduction, withdrawal, modification, amendment, alteration or rescission thereof is contemplated. (g) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement.

Financing. Anthem (a) Parent has delivered to Cigna (i) the Company a true, complete and correct and complete fully executed copy of the executed commitment letter, dated as of July 23January 5, 20152017, among Anthemthe Commitment Parties and Parent (as it may be amended, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter modified or replaced in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetheraccordance with Section 6.09, the “Debt Commitment Letter”) (it being understood that such fee letter has been redacted ), pursuant to omit which, upon the fee amounts). Pursuant to, terms and subject to the terms and conditions ofset forth therein, the Commitment Letter, the commitment parties thereunder Parties have committed to lend the amounts and arrange the financing set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth purpose of funding the transactions contemplated by this Agreement. Except for fee letters and the engagement letter relating to the Debt Financing (collectively, the “Fee Letters”), true, complete and correct copies of which have been provided to the Company with only fee amounts and certain economic terms (none of which would adversely affect the amount (other than in such respect of upfront fees) or availability of the Debt Financing if so exercised by the Commitment Letter. The Parties party thereto) redacted, as of the date hereof, there are no other agreements, side letters or arrangements to which Parent is a party relating to the Debt Commitment Letter has that could affect the availability of the Debt Financing or any portion thereof on the Closing Date. As of the date of this Agreement, (i) the Debt Commitment Letter and the Fee Letter have not been amended, restated restated, waived or otherwise modified and no such amendment, restatement, waiver or waived prior to the execution modification is contemplated or pending that would not be permitted under Section 6.09(a) hereof; and delivery of this Agreement, and (ii) the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescindedmodified, amended, restated reduced or otherwise modified rescinded in any respect prior to the execution and delivery of this Agreement. As no such withdrawal, modification, reduction or rescission is contemplated except any reduction of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable commitments in accordance with its the terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth out in the Debt Commitment Letter. Subject to Letter or the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the FinancingFee Letters.

Financing. Anthem At the Closing, assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Surviving Corporation of the aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and Company RSUs under this Agreement), any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, ▇▇▇▇▇▇ has delivered to Cigna the Company (ia) a correct and complete fully executed copy of the debt commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AGeven date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of as may be amended or modified in accordance with the fee letter referenced therein (togetherterms hereof, the “Debt Commitment Letter”) and (it being understood that such b) a copy of any fee letter has been letters related to the Debt Commitment Letter (the “Fee Letters” and, together with the Debt Commitment Letter, the “Financing Letters”) (which may be redacted to omit remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, and subject to the terms and conditions of, the Debt Commitment Letter, the commitment parties lender thereunder have has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Debt Commitment Letter (the “Debt Financing”). As of the date hereof, neither the Debt Commitment Letter nor any Fee Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this AgreementAgreement (in each case, other than to add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Debt Commitment Letter). As of the execution and delivery date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem Parent and, to the Knowledge of ▇▇▇▇▇▇Parent, ▇▇▇ each of the other parties thereto, enforceable in accordance with its terms against Anthem Parent and, to the Knowledge of AnthemParent, each of the other parties thereto, except as limited by laws affecting subject to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtBankruptcy and Equity Exception. There are no conditions precedent related to the funding of obligation to make the full amount of the Debt Financing available to Parent pursuant to the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. Subject to Assuming the terms and conditions satisfaction of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained conditions set forth in Section 3.2 in all material respects6.01 and 6.02, the net proceeds contemplated from of the Financing, together with other financial resources of Anthem, Debt Financing will, in the aggregateaggregate and together with any cash or other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated herebyRequired Amount. As of the execution and delivery date of this Agreement, (i) no event has occurred which would constitute a breach which, with or default (or an event which with notice or without notice, lapse of time or both both, would reasonably be expected to constitute a default) default or breach or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem Parent or, to the Knowledge of AnthemParent, any other party to parties thereto under any term or condition of the Commitment Letter, under the Debt Commitment Letter, and (ii) Anthem assuming the satisfaction or waiver of the conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing or any other funds necessary for to pay the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement Required Amount will not be available to Anthem Parent on the Closing Date. Anthem Parent has fully paid (or caused to be paid) all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing (none of which reduces the amount of the Debt Financing below the Required Amount or adversely affects the conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in the Financing Letters.

Financing. Anthem Buyer acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by Buyer of any financing or the consummation of any transaction other than the occurrence of the ABI Transaction Closing (and Buyer further acknowledges that it has no termination rights regarding such financing). As of the date of this Agreement, Buyer has delivered to Cigna (i) a ABI true, correct and complete fully executed copy copies of the executed commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities letter from the Financing Sources (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, and annexes to each such letter as and amendments to the extent delivered to ABI on or prior to the date of this Agreement, collectively, the “Original Commitment Letter”), a copy of which is attached hereto as Exhibit A, together with any related fee letters (provided that the existence or amount of fees, “market flex” provisions, pricing terms and pricing caps set forth therein, none of which would reasonably be expected to adversely affect the availability of the Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner), pursuant to which the counterparties thereto have committed to provide the financing described therein in connection with the transactions contemplated hereby. The Original Commitment Letter and any other commitment letter (including any replacement of the Original Commitment Letter) executed in accordance with Section 5.04, as replaced, amended, supplemented, modified or waived in accordance with Section 5.04, including all exhibits, schedules and annexes to such letter in effect letters, are hereinafter referred to together as the “Commitment Letter”. The financing contemplated pursuant to the Commitment Letter (including, for the avoidance of doubt, any debt, equity or securities offering contemplated thereby) is hereinafter referred to as the “Financing”. As of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherAgreement, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Original Commitment Letter has not been amendedwithdrawn, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawnterminated, rescinded, amended, restated amended or otherwise modified in any respect respect. There are no agreements, side letters or arrangements (a) to which Buyer or any of its Affiliates is a party relating to the Financing or (b) between Buyer or any of its Affiliates, on the one hand, and providers of debt or equity financing or any of their respective Affiliates, on the other hand, that have not been disclosed to ABI prior to the execution date hereof and delivery of this Agreement. As that could affect the availability of the execution and delivery of this Agreement, the Financing. The Commitment Letter is in full force and effect and constitutes the legal, legally valid and binding obligation of Buyer and each of Anthem its applicable Affiliates and, to the Knowledge knowledge of ▇▇▇▇▇▇Buyer, ▇▇▇ the other parties thereto, enforceable in accordance with its terms against Anthem andterms, except to the Knowledge of Anthem, each of the other parties thereto, except as extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether in equity or by at law). As of the discretion date hereof, neither Buyer nor any of its Affiliates is in breach of any Governmental Entity before which any proceeding seeking enforcement may be broughtof the terms or conditions set forth in the Original Commitment Letter. As of the date hereof, no Financing Source has notified Buyer in writing of its intention to terminate the Original Commitment Letter or not to provide the Financing. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment LetterFinancing, other than as expressly set forth in the Commitment Letter. Subject The aggregate proceeds available to be disbursed as provided under the terms and conditions Original Commitment Letter as of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained date hereof are sufficient to enable Buyer to pay in Section 3.2 in cash all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred by it in cash in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution date hereof, Buyer has paid in full any and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on all commitment and other fees required by the part of Anthem or, to the Knowledge of Anthem, any other party to the Original Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe Letter that any are due as of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financinghereof.

Financing. Anthem Concurrently with the execution hereof, Parent has delivered to Cigna the Company (i) a true, complete and correct and complete fully executed copy of the an executed equity commitment letterletter from Ares Capital Management LLC (together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (together with all exhibits, schedules and (ii) a correct and complete fully executed copy of the fee letter referenced therein (togetherannexes thereto, the “Equity Commitment Letter”) (it being understood that such ), and an executed fee letter has been redacted from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (the “Equity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to omit the fee amounts). Pursuant towhich, and subject to the terms and conditions ofof which, the Commitment Letter, the commitment parties thereunder applicable Equity Financing Sources have committed to lend provide cash in the amounts aggregate amount set forth therein (the provision “Equity Financing”) at or prior to the date and time at which the Closing is required to occur pursuant to Section 2.2 and (ii) a true, complete and correct copy of such funds an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the “Lenders”), dated as set forth of the date of this Agreement (together with all exhibits, term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from the Lenders, dated as of the date of this Agreement (the “Debt Fee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and the Debt Financing Commitment together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the applicable Lenders party thereto have committed to provide loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby to be consummated by Parent at the date and time at which the Closing is required to occur pursuant to Section 2.2 (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended); provided, restated or otherwise modified or waived prior to the execution and delivery of this Agreementhowever, and the respective commitments contained that, solely in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As case of the execution Equity Fee Letter and delivery Debt Fee Letter, provisions related to fees, flex terms and pricing caps have been redacted (none of this Agreement, which individually or in the Commitment Letter aggregate would reduce the amount of the Financing or adversely affect the availability of the Financing or delay or prevent the Closing or make the funding of the Financing less likely to occur). Each of the Financing Commitments is in full force and effect and constitutes the a legal, valid and binding obligation of each of Anthem andParent, and to Parent’s Knowledge, the Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. Each of the Financing Commitments, in the form delivered to the Company, is valid and in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any Financing Commitment is in violation or breach of any of the terms against Anthem or conditions set forth in any of the Financing Commitments and, as of the date hereof, to Parent’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be expected to adversely affect the availability of the Financing. No party to any Financing Commitment has notified Parent of its intention to terminate any of the Financing Commitments or not to provide the Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any fees and expenses of or payable by Parent and/or Merger Sub, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement, all such fees as they become due. Except for the Equity Fee Letter and the Debt Fee Letter (which have been provided to the Knowledge Company in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of Anthem, each of the other parties thereto, except as limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be broughtits Affiliates are a party. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Equity Commitment LetterLetter and the Debt Commitment Letter (the “Disclosed Conditions”). Subject to the terms and conditions Assuming that each of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained conditions set forth in Section 3.2 in all material respects6.1 and Section 6.3 are satisfied at Closing, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) Parent has no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that it will be unable to satisfy on a timely basis any of the conditions to Disclosed Conditions or that the full amount of the Financing will not be satisfied available on the Closing Date in order to fund the transactions contemplated hereby. For the avoidance of doubt, Parent acknowledges and agrees that it is not a condition to Closing under this Agreement for Parent or that Merger Sub to obtain the Equity Financing, the Debt Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Alternative Financing.