Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna has Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed or furnished with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by Lil Marc or furnished by it any of its subsidiaries with the SEC since January 1June 10, 2013 1998 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "Lil Marc SEC Reports”"). No material Subsidiary of Cigna is , which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SECSEC under the Exchange Act since such date. None As of their respective dates, the Cigna Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of their respective dates the Exchange Act, and (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna Lil Marc SEC Reports (Acollectively, the "Lil Marc Financial Statements") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all were prepared in conformity accordance with GAAP applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal and normal, recurring year-end audit adjustments that were not or (which are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby. (b) As of the date hereof and except as set forth in the Lil Marc Financial Statements, and to the knowledge of Lil Marc, Lil Marc and its subsidiaries have no liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations. Lil Marc and its subsidiaries have filed all necessary federal, state and foreign income and franchise Tax Returns due prior to the date of this Agreement and have paid all Taxes shown as due thereon. There are no unpaid Taxes claimed to be due by the taxing authority of any jurisdiction, and the officers of Lil Marc know of no basis for such claim. The properties and assets of Lil Marc and its subsidiaries are owned by Lil Marc free and clear of all Liens.

Reports and Financial Statements. The filings (iother than immaterial filings) Cigna has required to be made by NU and the NU Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all registration forms, statements, prospectusesreports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by NU or furnished by it any NU Subsidiary with the SEC since January 1, 2013 1997 (collectivelythe "NU SEC Documents") complied in all material respects with the requirements of the Securities Act, the Exchange Act or PUHCA, as they have been amended since the time of their filing case may be, and including all exhibits thereto the rules and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None regulations of the Cigna SEC Reportspromulgated thereunder applicable to such NU SEC Documents, as and none of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), NU SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The financial statements (including the related notes) of NU included in the Cigna NU SEC Reports Documents (Athe "NU Financial Statements") presents fairlycomply as to form, as of their respective dates of filing with the SEC, in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the respective periods set forth thereincase of unaudited statements, all in conformity with GAAP as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of NU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference thereinyear-end audit adjustments), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectuses, reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and other documents proxy statements required to be filed or furnished by it with the SEC Commission since January 1, 2013 1997 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna "Company SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements consolidated balance sheets (including the related notes) included in the Cigna Company SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its Subsidiaries as of the respective dates or thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied on a consistent basis throughout during the periods involved involved, except as otherwise noted therein, therein and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statementsyear-end adjustments. All of such Cigna the Company SEC Reports (including any financial statements included or incorporated by reference therein)Reports, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report)dates, complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportrules and regulations thereunder. (iib) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (Ad) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent disclosed, reflected or reserved against set forth in the balance sheet of Cigna included Company SEC Reports or in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date any Section of the balance sheet referred to in Company Disclosure Schedules, neither the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether known or unknown, absolute, not accrued, contingent, determined, determinable contingent or otherwise and whether due or to become dueotherwise, that have would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Cignathe Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. The filings (iother than immaterial filings) Cigna has required to be made by CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all registration forms, statements, prospectusesreports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or furnished by it any CEI Subsidiary with the SEC since January 1, 2013 1997 (collectivelythe "CEI SEC Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as they have been amended since the time of their filing case may be, and including all exhibits thereto the rules and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None regulations of the Cigna SEC Reportspromulgated thereunder applicable to such CEI SEC Documents, as and none of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), CEI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The financial statements (including the related notes) of CEI included in the Cigna CEI SEC Reports Documents (Athe "CEI Financial Statements") presents fairlycomply as to form, as of their respective dates of filing with the SEC, in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of CEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference thereinyear-end audit adjustments), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna The Company has filed delivered or furnished all made available to Parent true and complete copies of each registration statementsstatement, prospectusesreport, reports, schedules, forms, statements and other documents required to be filed proxy statement or furnished information statement prepared by it since April 1, 1997, including: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the years ended March 31, 1998 and 1999; (b) the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 1999; (c) each definitive proxy statement filed by the Company with the SEC since January April 1, 2013 1997; (collectively, as they have been amended since d) each final prospectus filed by the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document Company with the SECSEC since April 1, 1997; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since April 1, 1997. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended such reports, proxy statements, and prospectuses filed on or superseded by a filing prior to the date hereof (collectively, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of this Agreement or the Closing DateSecurities Act, then on the date of such filing), contained Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of ; provided, that the foregoing clause (ii) shall not apply to the financial statements (including the related notes) included in the Cigna Company SEC Reports (Awhich are covered by the immediately following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) presents fairly, fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their results of operations and cash flows of Cigna and its Subsidiaries for the periods or as of the respective dates or for then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the respective periods set forth therein, all in conformity with GAAP United States ("GAAP") consistently applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, and subject, disclosed in the case notes thereto and except that the unaudited financial statements therein do not contain all of the unaudited interim financial statementsfootnote disclosures required by GAAP). Since April 1, to normal 1997, the Company has timely filed all reports, registration statements and recurring adjustments that were not or are not expected other filings required to be material in amount, filed by it with the SEC under the rules and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as regulations of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC ReportSEC. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna has The filings required to be made by WPL and the WPL Subsidiaries since January 1, 1992 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or furnished any appropriate state public utilities commission, as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and other documents required supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) WPL has made available to be IES and Interstate a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed or furnished by it each of WPL and WP&LC with the SEC since January 1, 2013 1992 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna "WPL SEC Reports”") and each other filing described in Section 4.5(a). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained WPL SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the . (c) The audited consolidated financial statements (including and unaudited interim financial statements of WPL and WP&LC, as the related notes) case may be, included in the Cigna WPL SEC Reports (Acollectively, the "WPL Financial Statements") presents fairly, have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects, respects the consolidated financial position of WPL or WP&LC, as the case may be, as of the dates thereof and consolidated the results of its operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and normal, recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportaudit adjustments. (iid) Except (A) to True, accurate and complete copies of the extent disclosedRestated Articles of Incorporation and By-laws of WPL, reflected or reserved against as in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, are included (Bor incorporated by reference) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaWPL SEC Reports.

Reports and Financial Statements. (i) Cigna has filed or furnished all No member of the Washington Group is subject to the periodic reporting requirements of the Exchange Act. With respect to the Washington Business, none of the registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it Conexant and its Subsidiaries with the SEC since January 1, 2013 2000 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinthereto, the “Cigna "Conexant SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), ) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . (ii) Included in Section 5.2(d)(ii) of the financial statements Conexant Disclosure Schedule are a special purpose statement as of September 30, 2001 of tangible assets and liabilities to be contributed by Conexant and its Subsidiaries to the Washington Group (including together with the related notesnotes thereto, the "Unaudited Special Purpose Statement of Tangible Net Assets") included in and a special purpose product line contribution statement with respect to the Cigna SEC Reports Washington Business for the year ended September 30, 2001 (A) presents fairlytogether with the notes thereto, and collectively with the Unaudited Special Purpose Statement of Tangible Net Assets, the "Washington Financial Statements"). The Washington Financial Statements fairly present, in all material respects, the consolidated financial position tangible assets and consolidated results of operations and cash flows of Cigna liabilities to be contributed by Conexant and its Subsidiaries to the Washington Group as of September 30, 2001 and the respective dates or product line contribution of the Washington Business for the respective periods set forth thereinyear ended September 30, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report2001. (iiiii) Except (A) to the extent disclosed, reflected or reserved against as disclosed in the balance sheet of Cigna included in the Cigna Conexant SEC Report last Reports filed and publicly available prior to the date hereofhereof (the "Conexant Filed SEC Reports") or in the Washington Financial Statements, (B) as since September 30, 2001, Conexant and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a statement of assets and liabilities of the Washington Business or in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cignathe Washington Business.

Reports and Financial Statements. (ia) Cigna has From January 1, 2012 through the date of this Agreement, each of Parent and Actavis, Inc. have filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Parent SEC ReportsDocuments”). No material Subsidiary As of Cigna is required to file any formtheir respective dates, reportor, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportsif amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or (and giving effect to) the Closing Datelast such amendment, then on the date Parent SEC Documents complied in all material respects with the requirements of such filing)the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the . (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent or Actavis, Inc., as applicable, included in the Cigna Parent SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities ActSEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the Exchange Act respective dates thereof, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, as in the case may beof the unaudited statements, applicable to such Cigna SEC Report. normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (ii) Except (A) except, in the case of the unaudited statements, to the extent disclosed, reflected or reserved against in permitted by the balance sheet of Cigna included in SEC) applied on a consistent basis during the Cigna SEC Report last filed prior to the date hereof, periods involved (B) except as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents All material filings required to be filed or furnished made by it with PSNC and the SEC PSNC Subsidiaries since January 1, 2013 (collectively1993 under the Securities Act of 1933, as they amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act (the "Power Act") and applicable state public utility laws and regulations have been amended filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. PSNC has made available to SCANA a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by PSNC pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1993 (as such documents have since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "PSNC SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained PSNC SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of PSNC included in the Cigna PSNC SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated "PSNC Financial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP"), as applied to a regulated utility (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of PSNC as of the dates thereof and consolidated the results of its operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or are not expected to be material in amount, complete copies of the charter and lack by-laws of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)PSNC, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, are included (Bor incorporated by reference) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaPSNC SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (ithe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") Cigna has filed or furnished and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other documents required appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to be Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed or furnished by it with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 2013 1999 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "Company SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the financial statements (including the related notes) Company and MidAmerican Utility included in the Cigna Company SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all "Company Financial Statements") have been prepared in conformity accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are not expected to be material in amount, and lack of footnote disclosure, and included (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (iireference) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna Company SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaReports.

Reports and Financial Statements. (ia) Cigna The Company has timely filed or furnished all registration forms, statements, prospectusescertifications, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished by it with the SEC since from January 1, 2013 2022 (collectively, as they have been amended since the and supplemented from time of their filing and including all exhibits thereto and all other information incorporated thereinto time, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary , each of Cigna is required to file any formwhich, reportin each case as of its date, registration statementor, prospectus or other document with the SEC. None of the Cigna SEC Reportsif amended, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report)Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to such Cigna state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Reportwith respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of an ongoing SEC review or investigation. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules) to of the extent disclosed, reflected or reserved against in the balance sheet of Cigna Company and its Subsidiaries included in the Cigna Company SEC Report last filed prior to the date hereofDocuments (if amended, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to last such amendment) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the preceding clause (Acase of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), or and were prepared in all material respects in conformity with GAAP (Cexcept, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto). None of the Subsidiaries of the Company is required to file periodic reports with the SEC.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectusesforms, reports, schedulesstatements, forms, statements certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable United States federal securities Laws since January 1, 2013 2004 (all such forms, reports, statements, certificates and other documents filed since January 1, 2004, with any amendments thereto, collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Company SEC Reports”). No , each of which, including any financial statements or schedules included therein, as finally amended prior to the date of this Agreement, has complied as to form in all material Subsidiary respects with the applicable requirements of Cigna is required to file any form, report, registration statement, prospectus or other document the Securities Act and Exchange Act as of the date filed with the SEC. None of the Cigna Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC ReportsReports when filed with the SEC and, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), amendment contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notesnotes and schedules, where applicable) included in the Cigna SEC Reports fairly presents (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act), in all material respects, the results of the consolidated operations and recurring adjustments that were not or are not expected to be material changes in amount, stockholders’ equity and lack of footnote disclosure, cash flows and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position of the Company and the consolidated results of its operations Subsidiaries for the respective fiscal periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date respective dates therein set forth. Each of any amendment to such consolidated financial statements (including the respective Cigna SEC Report)related notes and schedules, complied as to form where applicable) complies in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities ActSEC with respect thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (iic) Except (A) to the extent disclosedas has not had, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does and would not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignathe Company, the management of the Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Reports and Financial Statements. (ia) Cigna The Company has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Company SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document Documents with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing amended, as of the date of the last such amendment filed prior to the date of this Agreement Agreement, the Company SEC Documents, including any financial statements or the Closing Date, then on the date of such filing), contained schedules included therein (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements misleading and (including the related notesii) included in the Cigna SEC Reports (A) presents fairly, complied in all material respectsrespects with the applicable requirements of the Exchange Act, the consolidated financial position Securities Act, the rules and consolidated results regulations of operations the SEC applicable to such Company SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) The Company Audited Financial Statements and cash flows of Cigna and its Subsidiaries the Company Unaudited Interim Financial Statements complied, as of their respective dates, with applicable accounting requirements and rules and regulations of the respective dates or for the respective periods set forth therein, all SEC. The Company Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein, may be indicated in the notes thereto and subject, in the case of the unaudited interim financial statementsCompany Unaudited Interim Financial Statements and the Company Unaudited Annual Financial Statements, to normal year-end adjustments and, with respect to the Company Unaudited Interim Financial Statements, the absence of certain notes) and recurring adjustments that were not or are not expected to be fairly present in all material in amount, and lack of footnote disclosure, and respects (Bi) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of its operations operations, changes in stockholders' equity and cash flows of the Company and the Company Subsidiaries for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference presented therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2013 2012 (collectively, as they have been amended since all such documents and reports filed or furnished by the time Company or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna last such amendment, the Company SEC Report), Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to such Cigna SEC Reportstate any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules) to of the extent disclosed, reflected or reserved against in the balance sheet of Cigna Company included in the Cigna Company SEC Report last Documents (the “Company Financial Statements”) at the time they were filed prior or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (Bd) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as incurred defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), Company’s financial statements or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaother Company SEC Documents.

Reports and Financial Statements. Seller has previously furnished Purchaser with true and complete copies, as amended or supplemented, of its (i) Cigna has Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission ("SEC"), (ii) proxy statements relating to all meetings of its shareholders (whether annual or furnished special) since January 1, 1998 and (iii) all other reports or registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it Seller with the SEC since January 1, 2013 1998 (collectivelysuch reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”"Seller Commission Filings"). No material Subsidiary Seller Commission Filings constituted all of Cigna is the documents required to file any form, report, registration statement, prospectus or other document be filed by Seller with the SECSEC since January 1, 1998. None of the Cigna SEC Reports, as As of their respective dates dates, such Seller Commission Filings (and, if as amended or superseded by a filing prior to supplemented) complied in all material respects with the date requirements of this Agreement or the Closing DateSecurities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder, then on the date of such filing), contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the any unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material statements of Seller included in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied Seller Commission Filings comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of the Securities Act, the Exchange Act of 1934) and fairly present the financial position of Seller at the dates thereof and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as results of its operations and its cash flows for the case may be, applicable to such Cigna SEC Reportperiods then ended. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) Cigna has Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2013 1995, and (collectively, as they have been amended since the time of their filing and including all exhibits thereto and iv) all other information incorporated thereinreports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the “Cigna SEC Reports”). No material Subsidiary of Cigna is documents (other than preliminary material) that the Company was required to file any form, report, registration statement, prospectus or other document with the SEC. None of Commission since that date (clauses (i) through (iv) being referred to herein collectively as the Cigna "Company SEC Reports, as "). As of their respective dates (anddates, if amended or superseded by a filing prior to the date Company SEC Reports were duly filed and complied in all material respects with the requirements of this Agreement the Securities Act or the Closing DateExchange Act, then on as the date case may be, and the rules and regulations of the Commission thereunder applicable to such filing)Company SEC Reports. As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the financial statements (including the related notes) Company included in the Cigna Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (Ai) presents have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its Subsidiaries as at the dates thereof and the results of the respective dates or their operations and cash flow for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for a fair presentation of Cigna’s consolidated financial position any other adjustments described therein and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included fact that certain information and notes have been condensed or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form omitted in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actrules promulgated thereunder, as and (iii) are in all material respects, in accordance with the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet books of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date account and records of the balance sheet referred to in the preceding clause (A), or (C) Company except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaindicated therein.

Reports and Financial Statements. (ia) Cigna Parent and each of its Subsidiaries has filed with or furnished to the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 2016 (collectively, as they have been amended since the time all such documents and reports filed or furnished by Parent or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Parent SEC ReportsDocuments”). No ) and Parent has filed prior to the date hereof all material Subsidiary of Cigna is returns, particulars, resolutions and documents required to file any form, report, registration statement, prospectus be filed or other document to be delivered on behalf of Parent with the SECRegistrar of Companies in England and Wales. None of the Cigna SEC Reports, as As of their respective dates (and, if amended or superseded by a of filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subjector, in the case of Parent SEC Documents that are registration statements filed pursuant to the unaudited interim financial statementsrequirements of the Securities Act, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and of effectiveness, or, if amended prior to the date hereof, as of the date of any amendment to the respective Cigna last such amendment, the Parent SEC Report)Documents complied, complied as to form form, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to such Cigna state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC ReportDocuments as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules thereto) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna Parent included in the Cigna Parent SEC Report last filed prior Documents (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to the date hereofnormal year-end audit adjustments and any other adjustments described therein), (Bii) as incurred were prepared in conformity with GAAP (except, in the ordinary course of business consistent with past practice since the date case of the balance sheet referred to in unaudited statements, as permitted by applicable rules and regulations of the preceding clause SEC) applied on a consistent basis during the periods involved (A), or (C) except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregatenotes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply, as to form, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and complete copies of all written correspondence between Parent and the SEC occurring since January 1, 2016. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review, and no enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent SEC Document. (d) Neither Parent nor any of its Subsidiaries is a Material Adverse Effect party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on Cignathe one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (ia) Cigna Parent has filed with the SEC, and has therefore made available to Seller (by public filing with the SEC or furnished otherwise) true and complete copies of all registration statements, prospectuses, reports, schedules, forms, statements and other documents any definitive proxy or information statements required to be filed or furnished by it with Parent pursuant to the SEC Exchange Act since January 1, 2013 2003 (collectivelythe “SEC Filings”), each of which has complied in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, as they have been amended since in effect on the time of their filing date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Parent and including all exhibits thereto and all other information incorporated thereinin either case, publicly available prior to the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SECdate hereof. None of the Cigna SEC ReportsFilings (including, as of their respective dates (andany financial statements or schedules included or incorporated by reference therein) contained when filed, if amended or superseded by a filing prior and any SEC Filings filed with the SEC subsequent to the date of this Agreement or the Closing Datehereof will not contain, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , except to the extent updated, amended, restated or corrected by a subsequent SEC Filing. (b) Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing, all of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairlyFilings, in all material respectseach case, including any related notes thereto, as filed with the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries SEC (those filed with the SEC are collectively referred to as of the respective dates or for the respective periods set forth therein“Parent Financial Statements”), all have been prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited interim financial statements, to normal and recurring normal, year-end audit adjustments that were which could not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate. (c) Parent has designed and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) The management of Parent has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of Parent by others within those entities, and (ii) has disclosed, based on Cignaits most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s outside auditors and the audit committee of the board of directors of Parent (A) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Neither Parent nor any of its consolidated subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and its consolidated subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and its consolidated subsidiaries as of December 31, 2005, including the notes thereto, contained in the SEC Filings, (ii) liabilities or obligations incurred on behalf of Buyer in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2006, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, or could not reasonably be expected to be, material and adverse to the businesses of Parent and its consolidated subsidiaries, taken as a whole.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished otherwise transmitted all registration statementsforms, prospectusesdocuments, reports, schedules, formscertifications, statements and other documents reports, including any amendments thereto (the “Company SEC Documents”) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2013 (collectively2005. As of their respective dates, or, if amended, as they have been amended since of the time date of their filing and including all exhibits thereto and all other information incorporated thereinthe last such amendment prior to the date hereof, the Company SEC Documents complied as to form, in all material respects, with the requirements of the Securities Act of 1933, as amended (the “Cigna SEC ReportsSecurities Act”). No material Subsidiary of Cigna is required to file any form, reportand the Exchange Act, registration statementas the case may be, prospectus or other document with and the SECapplicable rules and regulations promulgated thereunder. None of the Cigna Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), Documents so filed contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to in order make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, investigation or enforcement action. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to any contractual commitment or to the Exchange Act. (b) The consolidated financial statements (including any related notes thereto) of the related notes) Company included in the Cigna Company SEC Reports (A) presents fairly, Documents fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its Subsidiaries Subsidiaries, as of the respective dates or date thereof, and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and indicated (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for a fair presentation to any other adjustments described therein, including the absence of Cigna’s consolidated financial position and the consolidated results notes thereto, none of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included which has been or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may will be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, material to the Company and its Subsidiaries taken as a Material Adverse Effect whole) and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements or foreign Subsidiaries, as permitted by the SEC, which have been prepared in accordance with GAAP of their respective jurisdictions) applied on Cignaa consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents The filings required to be filed or furnished made by it with the SEC DRI and its subsidiaries since January 1, 2013 (collectively1996 under the Securities Act of 1933, as they amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), the 1935 Act and applicable state laws and regulations have been amended filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. DRI has made available to CNG a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by DRI with the SEC under the Securities Act and the Exchange Act since January 1, 1996 and through the date hereof (as such documents have since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "DRI SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna The DRI SEC Reports, as of their respective dates (andincluding without limitation any financial statements or schedules included therein, if amended at the time filed, and any forms, reports or superseded other documents filed by a filing prior to DRI with the SEC after the date of this Agreement or the Closing Datehereof, then on the date of such filing), contained did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of DRI included in the Cigna DRI SEC Reports (Acollectively, the "DRI Financial Statements") presents fairlyhave been prepared, and will be prepared, in all material respects, accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present the consolidated financial position and of DRI as of the respective dates thereof or the consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout as the periods involved except as otherwise noted thereincase may be, and subject, in the case of the unaudited interim financial statements, to normal and normal, recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportaudit adjustments. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1May 31, 2013 2006 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Company SEC ReportsDocuments”). No As of their respective dates, and, if amended, as of the date of such amendment, the Company SEC Documents complied in all material Subsidiary of Cigna is respects, and all documents required to file any form, report, registration statement, prospectus or other document be filed by the Company with the SEC. None SEC on or after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects, with the requirements of the Cigna SEC ReportsSecurities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of their respective dates (and, if amended or superseded by a filing prior to the date amended, as of this Agreement or the Closing Date, then on the date of such filingamendment), contained the Company SEC Documents did not, and any Subsequent Company SEC Documents filed with or furnished to the SEC will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Each of the . (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (the “Company Financials”) fairly present in all material respects, and the consolidated financial statements (including all related notesnotes and schedules thereto) included in the Cigna Subsequent Company SEC Reports (A) presents fairly, Documents will fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its Subsidiaries consolidated Subsidiaries, as of the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, none of which will have a Material Adverse Effect) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since May 31, 2008 and recurring adjustments prior to the date hereof, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP or SEC rule or policy or applicable Law. (c) As of May 31, 2008, the Company’s principal executive officer and its principal financial officer have devised and maintained a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the rules and regulations under the Exchange Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that were not or (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are not expected recorded as necessary to be material permit preparation of financial statements in amountaccordance with generally accepted accounting principles, and lack that receipts and expenditures of footnote disclosurethe Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and (B) contains any fraud, whether or not material, that involves management or other employees who have a significant role in the Company internal controls. The Company maintains disclosure controls and reflects procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all necessary adjustments material information relating to the Company and accruals for a fair presentation of Cignaits Subsidiaries required to be disclosed in the Company’s consolidated periodic reports under the Exchange Act is made known to the Company’s principal executive officer and its principal financial position and officer by others within the consolidated results Company or any of its operations for Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the periods covered by Company’s principal executive officer and its principal financial officer to such financial statementsinformation required to be included in the Company’s periodic reports required under the Exchange Act. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)Since June 1, as of their respective dates (2007 and as of prior to the date of this Agreement, no material complaints from any amendment source regarding accounting, internal accounting controls or auditing matters, and no material concerns from any employee of the Company or any of its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent, prior to the respective Cigna SEC Report)date of this Agreement, complied as to form in a summary of all material respects with complaints or concerns relating to other matters made since June 1, 2007 and through the requirements execution of this Agreement through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Securities Act, Board of Directors or the Exchange Act and Board of Directors pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 or any Company policy contemplating such reporting, as the case may be, applicable to such Cigna SEC Reportincluding in instances not required by those rules. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna UCU has filed or furnished all registration statements, prospectuses, required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1December 31, 2013 1993 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna "UCU SEC Reports”"). No material Subsidiary . (b) As of Cigna is required to file any formits filing date, report, registration statement, prospectus or other document with the SEC. None of the Cigna each UCU SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior Report filed pursuant to the date of this Agreement or the Closing Date, then on the date of such filing), contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. , except to the extent that such statements have been modified or superseded by a later filed UCU SEC Report. (c) Each of the financial statements (including the related notes) included in the Cigna UCU SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on Report that is a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)registration statement, as of their respective dates (and amended or supplemented, if applicable, filed pursuant to the Securities Act as of the date such registration statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any amendment material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the respective Cigna extent that such statements have been modified or superseded by a later filed UCU SEC Report). (d) The consolidated financial statements (including, in each case, any related notes) contained in the UCU SEC Reports complied as to form in all material respects with the requirements applicable published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the Exchange Act periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted for presentation in Quarterly Reports on Form 10-Q), and fairly presented in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments) the consolidated financial position of UCU and its Subsidiaries as at the respective dates and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of its operations and cash flows for the respective periods indicated. The audited balance sheet of UCU as of December 31, 1998 is referred to herein as the case may be, applicable to such Cigna SEC Report"UCU Balance Sheet". (iie) Except (A) Since December 31, 1993, UCU and each of its Subsidiaries has made all required filings with the FERC and any appropriate public utilities commission, except for such filings the failure to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or make which would reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a UCU Material Adverse Effect on CignaEffect.

Reports and Financial Statements. (ia) Cigna The Company has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished by it with the SEC since January November 1, 2013 2014 (collectivelyall such forms, as they have been amended documents and reports filed or furnished by the Company since the time of their filing and including all exhibits thereto and all other information incorporated thereinsuch date, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates or, if amended, as of the date of the last such amendment (and, if amended or superseded by a filing prior to in the date case of this Agreement or the Closing Dateregistration statements and proxy statements, then on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Company SEC Documents, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is, or at any time since November 1, 2014 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Cigna Company SEC Reports Documents (Athe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material and to any other adjustments described therein, all including the notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or are not expected to be material in amount, and lack of footnote disclosurethe notes thereto), and (Biii) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied comply as to form in all material respects with the applicable accounting requirements of under the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable rules and regulations of the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet SEC. As of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of this Agreement, Ernst & Young LLP has not resigned (or informed the balance sheet referred Company that it intends to in resign) or been dismissed as independent public accountants of the preceding clause (A), Company as a result of or (C) as incurred in connection with any disagreements with the Company on a matter of accounting principles or expressly contemplated by this Agreementpractices, Cigna does not have any liabilities financial statement disclosure or obligations of any nature, whether known auditing scope or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaprocedure.

Reports and Financial Statements. (i) Cigna Inprise has filed or furnished all made available to Corel prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statementsstatement, prospectuses, reports, schedules, forms, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by Inprise or furnished by it any of its Subsidiaries with the SEC since January 1, 2013 1997 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna SEC "Inprise Reports”"). No material Subsidiary of Cigna is , which are all the documents (other than preliminary material) that Inprise and its Subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SECSEC since such date. None Except as disclosed in Section 3.05 of the Cigna SEC ReportsInprise Disclosure Letter, as of their respective dates dates, the Inprise Reports (and, if amended or superseded by a filing prior i) complied as to form in all material respects with the date requirements of this Agreement the Securities Act or the Closing DateExchange Act, then on as the date of such filing)case may be, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna SEC Inprise Reports (Athe "Inprise Financial Statements") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the respective periods set forth therein, all in conformity with GAAP United States ("U.S. GAAP") applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and recurring adjustments that were not or to the absence of complete notes (which are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, materially adverse to Inprise and its Subsidiaries taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of Inprise and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.05 of the Inprise Disclosure Letter, each Subsidiary of Inprise is treated as a consolidated subsidiary of Inprise in the Inprise Financial Statements for all periods covered thereby.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since September 1, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the Securities and Exchange Commission (ithe "SEC") Cigna has filed or furnished and the Secretary of State of the State of Delaware, as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to J Net a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by the Company or furnished by it any of its subsidiaries with the SEC since January September 1, 2013 1999 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "COMPANY SEC REPORTS" (the term "J Net SEC Reports”," when used in ARTICLE III, having a correlative meaning with respect to J Net). No material Subsidiary of Cigna is ), which are all the documents (other than preliminary materials) that the Company and its subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SECSEC under the Exchange Act since such date. None As of their respective dates, the Cigna Company SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of their respective dates the Exchange Act, and (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. Each of the audited consolidated financial statements and unaudited interim financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna Company SEC Reports (Acollectively, the "COMPANY FINANCIAL STATEMENTS") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all were prepared in conformity accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal and normal, recurring year-end audit adjustments that were not or (which are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, materially adverse to the Company and its subsidiaries, taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2013 2010 (collectively, as they have been amended since all such documents and reports filed or furnished by the time Company or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna last such amendment, the Company SEC Report), Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable to such Cigna rules and regulations promulgated thereunder, and none of the Company SEC Report. (ii) Except (A) to the extent disclosedDocuments, reflected or reserved against in the balance sheet as of Cigna included in the Cigna SEC Report last filed prior to the date hereoftheir respective dates or, (B) if amended, as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred last such amendment, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. None of the Company’s Subsidiaries is, or at any time since January 1, 2010 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the preceding clause Company SEC Documents (A)the “Company Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, or as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (Cii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregatenotes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and complete copies of all written correspondence between the Company and the SEC occurring since January 1, 2010. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (d) Neither the Company nor any of its Subsidiaries is a Material Adverse Effect party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on Cignathe one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (ia) Cigna Except as set forth in Schedule 2.6(a), the Company has filed or furnished all registration statements, prospectuses, reports, schedules, required forms, statements reports and other documents with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it with pursuant to the SEC since January 1, 2013 federal securities laws and the rules and regulations promulgated thereunder (collectively, as they the "SEC Documents"), all of which have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, complied as of their respective filing dates (andin all material respects with all applicable requirements of the Securities Act and the Exchange Act, if amended or superseded by a filing prior to and the date of this Agreement or the Closing Date, then on the date rules and regulations promulgated thereunder. None of such filing)forms, reports or documents at the time filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that, if any such form, report or document has been amended by a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such form, report or document, but shall apply to such later-filed SEC Document at the time filed. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the financial statements (including the related notes) Company included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied Documents comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities ActSEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the Exchange Act case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of their operations and cash flows for the periods then ended (subject, as in the case may beof unaudited statements, applicable to normal year-end audit adjustments), provided, that, if any such Cigna financial statements have been restated in a later-filed SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such financial statements, but shall apply to such restated financial statements in such later-filed SEC Document at the time filed. All SEC Documents filed with the SEC by the Company on or after December 31, 1998 are listed on Schedule 2.6(a). (Bb) The unaudited financial statements of the Company as incurred at and for the period ended November 30, 1999, including without limitation the Company's unaudited balance sheet as at November 30, 1999 (the "November Balance Sheet"), previously provided to Investor, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in Schedule 2.6, neither the Company nor any of its Subsidiaries has any liabilities or obligations, contingent or otherwise, which are not reflected on the November Balance Sheet that would result in a Material Adverse Effect. (c) The receivables of the Company are bona fide, collectible receivables, arose out of arms-length transactions in the ordinary course of business consistent with past practice since practice, and are recorded correctly on the date Company's books and records, subject to the limitations set forth on Schedule 2.6(c). Such receivables are not subject to any counterclaim or setoff not reflected in the reserves set forth on the Company's financial statements. (d) The finished goods contained in the inventory of the balance sheet referred to Company are saleable in the preceding clause ordinary course of business at prevailing market conditions, subject to the limitations set forth on Schedule 2.6(d). The inventory of the Company has been valued in the financial statements at the lower of cost (A), FIFO) or (Cmarket and in a consistent manner with respect to all periods covered thereby. Schedule 2.6(d) as incurred in connection sets forth the Company's practices and procedures with respect to the valuation of inventory. The Company is not under any liability or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations obligation with respect to the return of any nature, whether known material portion of any inventory or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or merchandise in the aggregatepossession of wholesalers, a Material Adverse Effect distributors, retailers or other customers, except for loaners and demos in the possession of customers with an aggregate value of less than $360,000. Except as described on CignaSchedule 2.6(d) no inventory of the Company is on consignment.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Company SEC Reports”)Documents. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing amended, as of the date of the last such amendment filed prior to the date of this Agreement Agreement, the Company SEC Documents, including any financial statements or the Closing Date, then on the date of such filing), contained schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, misleading and (Bb) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act, as the case may be, and the applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date rules and regulations of the balance sheet referred SEC thereunder. None of the Company Subsidiaries is required to in file any forms, reports or other documents with the preceding clause (A)SEC, or (C) other than as incurred in connection with or expressly contemplated by this Agreement. (b) Each of the Financial Statements have been prepared from, Cigna does not and are in accordance with, the books and records of the Company and the Company Subsidiaries. The Financial Statements complied, as of their respective dates, in all material respects with applicable accounting requirements and rules and regulations of the SEC. The Financial Statements have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably been prepared in accordance with GAAP applied on a consistent basis (except as may be expected to have, individually or indicated in the aggregatenotes thereto and subject, a Material Adverse Effect on Cignain the case of interim condensed consolidated financial statements, to normal, recurring and immaterial year-end adjustments and the absence of certain notes) and fairly present in all material respects, (i) the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of operations, changes in stockholders equity and cash flows of the Company and the Company Subsidiaries for the periods presented therein.

Reports and Financial Statements. (ia) Cigna Galaxy has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2013 2005 (collectivelythe “Galaxy SEC Documents”), each of which, in each case as of its date, or, if amended, as they have been finally amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or Agreement, complied as to form in all material respects with the Closing Dateapplicable requirements of the Securities Act and the Exchange Act, then on as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of such filing), the Galaxy SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Galaxy SEC Documents. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Galaxy included in the Cigna Galaxy SEC Reports Documents (Aif amended, as of the date of the last such amendment filed prior to the date hereof) presents fairly, comply in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of Galaxy and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statements. All of such Cigna SEC Reports involved (including any financial statements included or incorporated by reference therein), except as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectusesforms, reports, schedulesstatements, forms, statements certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable United States federal securities Laws since January 1, 2013 2006 (collectivelyall such forms, as they have been amended since the time of their filing reports, statements, certificates and other documents (including all exhibits thereto thereto) filed since January 1, 2006, with any amendments and all other information incorporated thereinsupplements thereto, collectively, the “Cigna Company SEC Reports”). No , each of which, including any financial statements or schedules included therein, as finally amended prior to the date of this Agreement, has complied as to form in all material Subsidiary respects with the applicable requirements of Cigna is required to file any form, report, registration statement, prospectus or other document the Securities Act and Exchange Act as of the date filed with the SEC. None of the Cigna Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC ReportsReports when filed with the SEC and, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)amendment, contained any untrue statement of a material fact or omitted to state a material fact required necessary to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each , except that no representation is made by the Company with respect to information supplied by Parent, Merger Sub or any of their Affiliates. (b) The audited consolidated financial statements of the financial statements (including the related notes) Company included in the Cigna Company SEC Reports (A) presents fairly, in all material respectson Form 10-K along with the reports thereon by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as independent auditors of the respective dates or for Company and the respective periods set forth thereinunaudited financial statements of the Company included in the Company’s SEC Reports on Form 10-Q (collectively, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein“Company Financial Statements”), and fairly present (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act, including Regulation S-X), in all material respects, the results of the consolidated operations and recurring adjustments that were not or are not expected to be material changes in amount, stockholders’ equity and lack of footnote disclosure, cash flows and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position of the Company and the consolidated results of its operations Subsidiaries for the respective fiscal periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date respective dates therein set forth. Each of any amendment to the respective Cigna SEC Report), complied as to form Company Financial Statements complies in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities SEC with respect thereto, including Regulation S-X and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act, including Regulation S-X. (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. (d) The Company has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15(d)-15(f) under the 1934 Act) (“internal controls”) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to its auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (e) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as taken any action prohibited by Section 402 of the case may be, applicable to such Cigna SEC Report▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (iif) Except Each of the principal executive officer of the Company and the principal financial officer of the Company (Aor each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the extent disclosedCompany SEC Reports, reflected or reserved against and the statements contained in the balance sheet such certifications are true and accurate. For purposes of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not “principal executive officer” and “principal financial officer” shall have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or the meanings given to become due, that have or would reasonably be expected to have, individually or such terms in the aggregate, a Material Adverse Effect on Cigna▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (ia) Cigna Rockets and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2013 2016 (collectivelysuch forms, as they have been amended since the time of their filing documents and including reports, together with all exhibits thereto exhibits, financial statements and schedules filed or furnished therewith, and all other information information, documents and agreements incorporated thereinin any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement, the “Cigna Rockets SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date amended, as of this Agreement or the Closing Date, then on the date of such filing)last amendment, the Rockets SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Rockets SEC Documents contained any untrue statement of a any material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of Rockets’ Subsidiaries are subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Rockets included in the Cigna Rockets SEC Reports Documents (Ai) presents fairlyhave been prepared from, and are in accordance with, the books and records of Rockets and its Subsidiaries, (ii) fairly present in all material respects, in accordance with United States generally accepted accounting principles (“GAAP”), the consolidated financial position of Rockets and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and recurring to any other adjustments that were not or are not expected to be material in amountdescribed therein, and lack of footnote disclosureincluding the notes thereto), and (Biii) contains and reflects all necessary adjustments and accruals for have been prepared in accordance with GAAP applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statementsinvolved (except as may be indicated therein or in the notes thereto). All The books and records of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (Rockets and as of the date of any amendment to the respective Cigna SEC Report), complied as to form its Subsidiaries have been and are being maintained in all material respects in accordance with the requirements GAAP. Neither Rockets nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) which has not been disclosed pursuant to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna Rockets SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaDocuments.

Reports and Financial Statements. The filings required to be made by CES and its subsidiaries since January 1, 1995 under the Securities Act, the Exchange Act, the Public Utility Holding Company Act of 1935, as amended (ithe "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), and applicable state public utility laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") Cigna has filed or furnished the appropriate state public utilities commission, as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and other documents supplements appertaining thereto complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder, and the Exhibit Index to CES's most recently filed Form 10-K includes each agreement, contract or instrument (including all amendments thereto) to which CES or any of its subsidiaries is a party or by which any of them is bound required to be included thereon (the "CES Material Contracts"). CES has made available to BEC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished by it CES with the SEC since January 1, 2013 1995 through the date of this Agreement (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "CES SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained CES SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of CES included in the Cigna CES SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B"CES Financial Statements") contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements applicable rules of the Securities ActSEC, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, periods covered thereby (except as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of CES as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended.

Reports and Financial Statements. (ia) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and The filings (other documents than immaterial filings) required to be filed or furnished made by it with the SEC Company and the Company Subsidiaries since January 1, 2013 (collectively1993 under the Securities Act of 1933, as they amended (the "Securities Act"); the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"); the Federal Power Act (the "Power Act"); and applicable state public utility laws and regulations have been amended since filed with the time of their filing Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), or the appropriate state public utilities commission, as the case may be, including all exhibits thereto forms, statements, reports, tariffs, contracts, agreements (oral or written) and all other information incorporated thereindocuments, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any formexhibits, reportamendments and supplements appertaining thereto, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportsand complied, as of their respective dates (anddates, if amended or superseded in all material respects with all applicable requirements of the applicable statutes and the rules and regulations thereunder. The Company has made available to CEI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by a filing prior the Company pursuant to the date requirements of this Agreement the Securities Act or Exchange Act since January 1, 1993 (the Closing Date"Company SEC Reports"). As of their respective dates, then on the date of such filing), contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including the related notesnotes thereto) of the Company included in the Cigna Company SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") as of the respective dates or for the respective periods set forth thereinapplied to a regulated utility, all in conformity with GAAP applied on a consistent basis throughout during the periods involved (except as otherwise noted thereinmay be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or are not expected to be material in amount, complete copies of the Restated Certificate of Incorporation and lack by-laws of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)Company, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, are included (Bor incorporated by reference) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaCompany SEC Reports.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other reports required to be filed prior to the date hereof by it with the Securities and Exchange Commission (the "SEC") since December 31, 2002 (the "Company SEC Documents"). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to be filed or furnished by it the Company with the SEC since January 1, 2013 (collectively, as they have been amended since after the time of their filing date hereof and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date Effective Time (the "Subsequent Company SEC Documents") will comply in all material respects, with the requirements of this Agreement or the Closing DateSecurities Act and the Exchange Act, then on as the date case may be, and the applicable rules and regulations promulgated thereunder, and none of such filing)the Company SEC Documents contained, contained and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each of the . (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Cigna Company SEC Reports (A) presents fairlyDocuments fairly present in all material respects, and included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein including the notes thereto) in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statements. All of such Cigna SEC Reports involved (including any financial statements included or incorporated by reference therein), except as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually indicated therein or in the aggregatenotes thereto). Since December 31, a Material Adverse Effect on Cigna2002, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents The filings required to be filed or furnished made by it with KCPL and the SEC KCPL Subsidiaries since January 1, 2013 (collectively1992 under the Securities Act of 1933, as they amended (the "Securities Act"); the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the 1935 Act; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state public utility laws and regulations have been amended filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission ("NRC") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a KCPL Material Adverse Effect. "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed with the SEC by KCPL pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1992 (as such documents have since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”been amended). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained KCPL SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of KCPL included in the Cigna KCPL SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all "KCPL Financial Statements") have been prepared in conformity accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of KCPL as of the dates thereof and the results of its operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or are not expected to be material in amount, complete copies of the Restated Articles of Consolidation and lack by-laws of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)KCPL, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, are included (Bor incorporated by reference) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaKCPL SEC Reports.

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2013 2022 (collectively, as they have been amended since all such documents and reports filed or furnished by the time Company or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreement or the Closing Datelast such amendment, then on the date Company SEC Documents complied in all material respects with the requirements of such filingthe Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this representation) will be deemed to modify information as of an earlier date. Each There are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents, and to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Cigna Company SEC Reports (A) presents fairly, Documents fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a fair presentation of Cigna’s consolidated financial position and consistent basis during the consolidated results periods involved (except as may be indicated therein or in the notes thereto). (c) Neither the Company nor any of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna Company SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC ReportDocuments. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna The Company has filed or furnished on a timely basis all registration statements, prospectuses, reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by it with under the SEC Securities Act or the Exchange Act since January 1, 2013 2000 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinthan preliminary material, the “Cigna "Company SEC Reports”Filings"). No material Subsidiary The Company has heretofore furnished or made available to Parent true and complete copies of Cigna is required to file any form, report, registration statement, prospectus or other document with all the SEC. None of the Cigna Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing Filings filed prior to the date hereof. As of this Agreement their respective dates, each of the Company SEC Filings complied in all material respects with the applicable requirements of the Securities Act or the Closing DateExchange Act and the rules and regulations thereunder, then on and none of the date Company SEC Filings contained as of such filing), contained date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except that no representation or warranty is made with respect to any information regarding Parent or its Affiliates included in the Company SEC Filings which was furnished by Parent or its Affiliates expressly for use therein). Each of When filed with the SEC, the financial statements (including the related notes) included in the Cigna Company SEC Reports Filings complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the applicable rules and regulations thereunder and were prepared in accordance with GAAP applied on a consistent basis (A) presents fairlyexcept as may be indicated therein or in the schedules thereto), and such financial statements fairly present, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its consolidated Subsidiaries as of the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments. Except as and recurring adjustments that were not to the extent reflected or are not expected to be material reserved against in amountthe financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, and lack 2003 or as disclosed therein or in Schedule 4.4, none of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results Company or any of its operations for the periods covered by such financial statements. All Subsidiaries, or to its knowledge, any of such Cigna SEC Reports its Equity Affiliates, has any actual or potential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (including any financial statements included liability for breach of contract, breach of warranty, torts, infringements, claims or incorporated by reference thereinlawsuits), that in the aggregate, insofar as of their respective dates (the Company can reasonably foresee, is reasonably likely to have a Company Material Adverse Effect or that individually is required by the applicable rules and as regulations of the date of any amendment SEC and GAAP to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent be disclosed, reflected or reserved against in the balance sheet Company's consolidated financial statements (including the notes thereto). Except as set forth on Schedule 4.4, neither the Company nor any of Cigna included in the Cigna SEC Report last filed prior its Subsidiaries has guaranteed or otherwise agreed to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have become responsible for any liabilities or obligations Indebtedness of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaother Person.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectusesforms, reports, schedulesstatements, forms, statements certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2013 2005 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2005, with any amendments thereto, collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Company SEC Reports”). No , each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied as to form in all material Subsidiary respects with the applicable requirements of Cigna is required to file any form, report, registration statement, prospectus or other document the Securities Act and Exchange Act as of the date filed with the SEC. None of the Cigna Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC ReportsReports contained, when filed with the SEC and, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports, and (ii) to the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notesnotes and schedules, where applicable) included in the Cigna SEC Reports (A) presents fairly, fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and respects (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or year-end auditing adjustments, none of which are not expected to be material in nature or amount, ) the results of the consolidated operations and lack of footnote disclosure, changes in stockholders’ equity and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position of the Company and the consolidated results of its operations Subsidiaries for the respective fiscal periods covered by such financial statementsor as of the respective dates therein set forth. All Each of such Cigna SEC Reports consolidated financial statements (including any financial statements included or incorporated by reference therein)the related notes and schedules, as of their respective dates (and where applicable) complied, as of the date of any amendment to the respective Cigna SEC Report)filing, complied as to form in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities ActSEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase of unaudited statements, as permitted by the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date rules and regulations of the balance sheet referred to SEC) consistently applied during the periods involved, except in the preceding clause (A), or (C) each case as incurred indicated in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually such statements or in the aggregate, a Material Adverse Effect on Cignanotes thereto.

Reports and Financial Statements. (i) Cigna From December 31, 2010 through the date of this Agreement, Warner Chilcott has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and reports (including exhibits and other documents information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Warner Chilcott SEC ReportsDocuments”). No material Subsidiary As of Cigna is required to file any formtheir respective dates, reportor, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportsif amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Datelast such amendment, then on the date Warner Chilcott SEC Documents complied in all material respects with the requirements of such filing)the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Warner Chilcott SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading. Each of the . (ii) The consolidated financial statements (including the all related notesnotes and schedules) of Warner Chilcott included in the Cigna Warner Chilcott SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities ActSEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Warner Chilcott and its consolidated Subsidiaries, as at the Exchange Act respective dates thereof, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, as in the case may beof the unaudited statements, applicable to such Cigna SEC Report. normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with US GAAP (ii) Except (A) except, in the case of the unaudited statements, to the extent disclosed, reflected or reserved against in permitted by the balance sheet of Cigna included in SEC) applied on a consistent basis during the Cigna SEC Report last filed prior to the date hereof, periods involved (B) except as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (ia) Cigna Triarc has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished since January 2, 2006 by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Triarc SEC ReportsDocuments”). No material Subsidiary As of Cigna is required to file any formtheir respective dates, reportor, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportsif amended, as of their respective dates the date of the last such amendment (and, if amended or superseded by a filing prior to excluding any amendments made after the date of this Agreement or the Closing Date, then on the date of such filingAgreement), the Triarc SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Triarc SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of Triarc, none of the Triarc SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of Triarc is required to file any form or report with the SEC. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Triarc included in the Cigna Triarc SEC Reports (A) presents fairly, Documents fairly present in all material respects, respects the consolidated financial position of Triarc and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein, including the notes thereto) in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statements. All of such Cigna SEC Reports involved (including any financial statements included or incorporated by reference therein), except as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2013 2012 (collectively, as they have been amended since all such documents and reports filed or furnished by the time Company or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna last such amendment, the Company SEC Report), Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ( the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to such Cigna SEC Reportstate any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules) to of the extent disclosed, reflected or reserved against in the balance sheet of Cigna Company included in the Cigna Company SEC Report last filed prior to Documents (the date hereof“Company Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (Bii) as incurred were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the ordinary course of business consistent with past practice since the date case of the balance sheet referred unaudited statements, subject to in normal year-end audit adjustments and the preceding clause absence of footnote disclosure) applied on a consistent basis during the periods involved (A), or (C) except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregatenotes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and complete copies of all material written correspondence between the Company and the SEC occurring since January 1, 2012. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (d) Neither the Company nor any of its Subsidiaries is a Material Adverse Effect party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on Cignathe one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (i) Cigna The Company has filed or furnished all forms, reports, registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Securities and Exchange Commission ("SEC") since October 11, 1996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”Filings"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates dates, the Company SEC Filings (and, if amended or superseded by a filing prior i) complied as to form in all material respects with the date applicable requirements of this Agreement or the Closing Date, then on Securities Act of 1933 and the date rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of such filing1934 and the rules and regulations thereunder (the "1934 Act"), contained as the case may be, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the The audited financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference thereinin the Company SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1998 (the "Company 1998 Financials"), (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities ActSEC with respect thereto, and (iii) fairly present in all material respects the Exchange Act consolidated financial position of the Company as of the dates thereof and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actincome, as cash flows, and changes in stockholders' equity for the periods involved (subject, in the case may beof unaudited statements, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does normal and recurring year-end adjustments that were not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to haveare not, individually or in the aggregate, expected to have a Company Material Adverse Effect on CignaEffect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents The filings required to be filed or furnished made by it with Western Resources and the SEC Western Resources Subsidiaries since January 1, 2013 (collectively1992 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the SEC, the FERC, the NRC or the appropriate state public utilities commission, as they the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been amended made or to so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed with the SEC by Western Resources pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1992, as such documents have since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”)been amended. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained Western Resources SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of Western Resources included in the Cigna Western Resources SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated "Western Resources Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources as of the dates thereof and consolidated the results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or are not expected to be material in amount, complete copies of the Western Resources Articles and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)Western Resources' By-Laws, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, are included (Bor incorporated by reference) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaWestern Resources SEC Reports.

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has timely filed or furnished all registration statements, prospectusesforms, reports, schedules, formsregistration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) that were required to be filed by the Company or furnished by it any Subsidiary with any applicable Governmental or Regulatory Authority, including the SEC SEC, since January 1December 31, 2013 2002 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna SEC Company Reports”). No material , which are all of the documents (other than preliminary material) that the Company or any Subsidiary of Cigna is was required to file with any form, report, registration statement, prospectus applicable Governmental or other document with the SECRegulatory Authority since such date. None of the Cigna SEC Reports, as As of their respective dates (and, if amended and without giving effect to any amendments or superseded by a filing prior to supplements filed after the date of this Agreement or the Closing Date, then on with respect to Company Reports filed before the date of such filingthis Agreement), contained each of the Company Reports, (i) complied as to form in all material respects with the Law enforced or promulgated by the applicable Governmental or Regulatory Authority, including, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations in the first two sentences of this Section 3.5(a), insofar as such representations relate to Company Reports filed with any Governmental or Regulatory Authority other than the SEC, are made only (A) as to Company Reports with state and United States federal Governmental or Regulatory Authorities and (B) as to failures to comply with any of such representations where such failures, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notesnotes and schedules, if any, thereto) included in the Cigna SEC Reports (Athe “Company Financial Statements”) presents fairly, complied as to form in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth thereinSEC, all were prepared in conformity accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presented (subject, in the case of the unaudited interim financial statements, to normal and normal, recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (Byear-end audit adjustments) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the respective periods covered by such then ended. (b) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment non-financial) relating to the respective Cigna SEC Report), complied as Company and the Subsidiaries required to form be disclosed by the Company in all material respects with the requirements of the Securities Act, reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 (“SOXA”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOXA. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOXA and the case may berules and regulations promulgated thereunder with respect to the Company Reports and such certifications were accurate. The Company has prepared a plan intended to comply with the requirements of Section 404 of SOXA on the mandated compliance date, applicable and is not aware of any reason why such plan will not so comply. To the Company’s knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and procedures. Except as reflected in the Company Financial Statements, neither the Company nor any Subsidiary is a party to such Cigna SEC Reportany material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (iic) Except The Company’s books and records and those of its Subsidiaries have been fully, properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (Ad) As used in this Section 3.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaSEC.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1, 1995 under the Securities Act of 1933, as amended (ithe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), the Federal Power Act, as amended (the "Power Act") Cigna has and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or furnished the appropriate state public utilities commission, as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and other documents required supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has delivered or made available to be Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished by it the Company with the SEC since January 1, 2013 1995 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended, the “Cigna "Company SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the financial statements (including the related notes) Company included in the Cigna Company SEC Reports (Acollectively, the "Company Financial Statements") presents fairly, have been prepared in all material respects, accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statementsthen ended. All True, accurate and complete copies of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)the articles of incorporation and by-laws of the Company, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred have been made available to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaParent.

Reports and Financial Statements. (ia) Cigna The Company has filed or furnished all registration statements, prospectuses, reports, schedulesproxy statements, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC on a timely basis since January October 1, 2013 2012 (collectivelytogether with any documents so filed or furnished during such period on a voluntary basis, in each case as they may have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinfiling, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna Company SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date filed or furnished with the SEC, none of the Company SEC Documents (including information incorporated by reference) contained any untrue statement of a material fact or omitted to such Cigna state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has made available to Parent all correspondence with the SEC Reportsince October 1, 2012 and, as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Documents. (b) The consolidated financial statements (including all related notes and schedules) of the Company included or incorporated by reference in the Company SEC Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC (including all applicable accounting rules) and (ii) Except (A) to fairly present in all material respects the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date consolidated financial position of the balance sheet Company and its consolidated Subsidiaries, as at such date, and the consolidated results of operations, consolidated statements of stockholders’ equity and consolidated cash flows for such period and (iii) were prepared in conformity with GAAP applied on a consistent basis during the periods referred to in the preceding clause therein (A), or (C) except as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably may be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (i) Cigna MBI has filed or previously furnished Palatin with true and complete copies of all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January Commission for the period beginning on April 1, 2013 1996 and ending on the date hereof (collectively, as they have been amended since the time of their filing and including together with all exhibits thereto and all other information incorporated thereinthereto, the “Cigna "MBI SEC Reports”"). No material Subsidiary of Cigna MBI has filed with the Commission all documents it is required by the Commission to file any form, report, registration statement, prospectus or other document with the SEC. None as of the Cigna SEC Reports, as date hereof. As of their respective dates (anddates, if amended the MBI SEC Reports complied in all material respects with the requirements of the Securities Act or superseded by a filing prior the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such MBI SEC Reports. Without limiting the generality of the foregoing sentence, the MBI SEC Reports include as exhibits all documents required to be filed as exhibits to the date MBI SEC Reports pursuant to the rules and regulations of this Agreement or the Closing DateCommission. As of their respective dates, then on the date of such filing), contained MBI SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited interim financial statements of MBI included in the Cigna MBI SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the MBI SEC Reports (Ai) presents have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position of MBI and consolidated its subsidiaries as at the dates thereof and the results of their operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments, any other adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position described therein and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included fact that certain information and notes have been condensed or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form omitted in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actrules promulgated thereunder, as and (iii) are in all material respects, in accordance with the case may be, applicable to such Cigna SEC Reportbooks of account and records of MBI and its subsidiaries. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna PDN has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished by it with the SEC since January 1, 2013 with the SEC (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna PDN SEC ReportsDocuments”). No material Subsidiary As of Cigna is required to file any formtheir respective dates, reportor, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportsif amended, as of their respective dates the date of the last such amendment (and, if amended or superseded by a filing prior to excluding any amendments made after the date of this Agreement or the Closing Date, then on the date of such filingAgreement), the PDN SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the PDN SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of PDN, none of the PDN SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of PDN is required to file any form or report with the SEC. PDN has made available to NAPW all material correspondence (if such correspondence has occurred since January 1, 2013) between the SEC on the one hand, and PDN and any of its Subsidiaries, on the other hand received by PDN prior to the date of this Agreement. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-­▇▇▇▇▇ Act) relating to the PDN SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Law. As used in this Section 4.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements (including the all related notesnotes and schedules) of PDN included in the Cigna PDN SEC Reports (A) presents fairly, Documents fairly present in all material respects, respects the consolidated financial position of PDN and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and recurring to any other adjustments described therein, including the notes thereto) in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Except as noted in Section 4.4(c) of the PDN Disclosure Schedule, PDN is in compliance with all applicable NASDAQ listing rules and requirements and continued listing standards, and, to PDN’s knowledge, there are no facts that were not cause or are not could reasonably be expected to cause PDN to be material in amount, non-compliant with any applicable NASDAQ listing rules and lack of footnote disclosure, requirements and continued listing standards. (Bd) contains and reflects PDN auditor has at all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of times since the date of any amendment enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇­-▇▇▇▇▇ Act); (ii) to the respective Cigna SEC Report), complied as to form in all material respects with the requirements knowledge of the Securities PDN, “independent” with respect to the PDN within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the PDN, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (e) Since January 1, 2013, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of PDN, the Board of Directors of PDN or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as noted in Section 4.4(c) of the PDN Disclosure Schedule, as since January 1, 2013, neither PDN nor its independent auditors have identified (i) any significant deficiency or material weakness in the case may besystem of internal accounting controls utilized by PDN, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosedany fraud, reflected whether or reserved against not material, that involves PDN’s management or other employees who have a role in the balance sheet preparation of Cigna included in financial statements or the Cigna SEC Report last filed prior to the date hereof, internal accounting controls utilized by PDN or (Biii) as incurred in the ordinary course of business consistent with past practice since the date any claim or allegation regarding any of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaforegoing.

Reports and Financial Statements. (ia) Cigna Mars has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2013 2005 (collectivelythe “Mars SEC Documents”), each of which, in each case as of its date, or, if amended, as they have been finally amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or Agreement, complied as to form in all material respects with the Closing Dateapplicable requirements of the Securities Act and the Exchange Act, then on as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of such filing), the Mars SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Mars SEC Documents. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Mars included in the Cigna Mars SEC Reports Documents (Aif amended, as of the date of the last such amendment filed prior to the date hereof) presents fairly, comply in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of Mars and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statements. All of such Cigna SEC Reports involved (including any financial statements included or incorporated by reference therein), except as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually indicated therein or in the aggregate, a Material Adverse Effect on Cignanotes thereto).

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2013 2018 (collectively, as they have been amended since all such documents and reports filed or furnished by the time Company or any of their filing and including all exhibits thereto and all other information incorporated thereinits Subsidiaries, the “Cigna Company SEC ReportsDocuments”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna last such amendment, the Company SEC Report)Documents complied, complied as to form form, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, applicable and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to such Cigna state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC ReportDocuments as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules thereto) to of the extent disclosed, reflected or reserved against in the balance sheet of Cigna Company included in the Cigna Company SEC Report last filed prior to Documents (the date hereof“Company Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (Bii) as incurred were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the ordinary course case of business the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) comply in all material respects with past practice since the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent, through ▇▇▇▇▇ or otherwise, true, correct and complete copies of all material written correspondence between the Company or any of its Subsidiaries and the SEC occurring since January 1, 2018. As of the date of this Agreement, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (d) Neither the Company nor any of its Subsidiaries is a party to, nor does not it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any naturematerial transaction involving, whether known or unknownmaterial liabilities of, absolute, accrued, contingent, determined, determinable the Company or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or any of its Subsidiaries in the aggregate, a Material Adverse Effect on CignaCompany Financial Statements or the Company SEC Documents.

Reports and Financial Statements. (ia) Cigna Since December 12, 2014, the Company has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1(the “Company SEC Documents”), 2013 (collectivelyeach of which, in each case as of its date, or, if amended, as they have been finally amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or Agreement, complied in all material respects with the Closing Dateapplicable requirements of the Securities Act and the Exchange Act, then on as the case may be, and the applicable rules and regulations promulgated thereunder except as addressed through resolved comments of the staff of the SEC prior to the date hereof, and none of the Company SEC Documents as of the date it was filed, or, if amended, as finally amended prior to the date of such filing)this Agreement, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the . (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Cigna Company SEC Reports Documents (Aif amended, as amended by the last such amendment prior to the date of this Agreement) presents fairly, fairly presented in all material respects, respects the consolidated financial position and consolidated results balance sheet of operations and cash flows of Cigna the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated statements of comprehensive income and their consolidated statements of cash flows for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary year-end audit adjustments and accruals for to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for consistent basis during the periods covered by such financial statements. All of such Cigna SEC Reports involved (including any financial statements included except as may be indicated therein or incorporated by reference thereinin the notes thereto), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (c) The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) Except transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (Aiii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company (x) has implemented and maintains disclosure controls and procedures to ensure that material information relating to the extent Company and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and (y) has disclosed, reflected or reserved against based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the balance sheet design or operation of Cigna included internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaCompany’s internal controls over financial reporting.

Reports and Financial Statements. (i) Cigna Corel has filed or furnished all made available to Inprise prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statementsstatement, prospectuses, reports, schedules, forms, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by Corel or furnished by it any of its Subsidiaries with Canadian securities regulatory authorities and the SEC SEC, the TSE and Nasdaq since January 1, 2013 1997 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna SEC "Corel Reports”"). No material Subsidiary of Cigna is , which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SEC, Canadian securities regulatory authorities and the TSE since such date. None of the Cigna SEC Reports, as As of their respective dates dates, the Corel Reports (and, if amended or superseded by a filing prior i) complied as to form in all material respects with the date requirements of this Agreement the Securities Act or the Closing DateExchange Act or Canadian securities laws and the TSE, then on the date of such filing), contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna SEC Corel Reports (Athe "Corel Financial Statements") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth thereinCanadian securities regulatory authorities with respect thereto, all were prepared in conformity accordance with GAAP generally accepted accounting principles in Canada ("Canadian GAAP") applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Canadian securities laws) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and recurring adjustments that were not or to the absence of complete notes (which are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, materially adverse to Corel and its Subsidiaries taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of Corel and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Corel Disclosure Letter, each Subsidiary of Corel is treated as a consolidated subsidiary of Corel in the Corel Financial Statements for all periods covered thereby.

Reports and Financial Statements. (i) Cigna Parent has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents reports required to be filed with the SEC pursuant to the Exchange Act or furnished the Securities Act, and has previously provided or made available to the Company true and complete copies of all reports filed by it Parent with the SEC since January 1, 2013 2003 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna Such SEC Reports, as of their respective dates (anddates, if amended or superseded by a filing prior to complied in all material respects with the date applicable requirements of this Agreement or the Closing DateSecurities Act and the Exchange Act, then on as the date case may be, and none of such filing)SEC Reports, as of its date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in such SEC Reports has been revised, supplemented, amended or superceded by later-filed SEC Reports, or has otherwise become immaterial, none of the Parent SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements (of Parent, including the related notes) notes thereto, included in the Cigna SEC Reports have been prepared in accordance with GAAP consistently applied (Aexcept as otherwise stated in the footnotes to the financial statements) presents fairly, and fairly present in all material respects, respects the consolidated financial position condition of Parent as of the dates thereof and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportthen ended. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna The Company and each of its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC” and all such forms, documents and reports, the “Company SEC Documents”) since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”)2018. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna last such amendment, the Company SEC Report), Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to such Cigna SEC Reportstate any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. None of the Company’s Subsidiaries are, or at any time since January 1, 2018 have been, required to file any forms, reports or other documents with the SEC. (iib) Except The consolidated financial statements (Aincluding all related notes and schedules) to of the extent disclosed, reflected or reserved against in the balance sheet of Cigna Company included in the Cigna Company SEC Report last Documents (the “Company Financial Statements”) at the time they were filed prior or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto, or with respect to pro forma financial information, subject to the qualifications stated therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (Bd) Neither the Company nor any of its Subsidiaries is a party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement” (as incurred defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), Company Financial Statements or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaother Company SEC Documents.

Reports and Financial Statements. (ia) Cigna Camelot has filed or furnished all registration statements, prospectuses, reports, schedules, required forms, statements reports and other documents required to be filed or furnished by it (the "Camelot SEC Reports") with the SEC Securities and Exchange Commission (“SEC” or “Commission”) since January 1inception, 2013 (collectively, as they have been amended since each of which complied at the time of their filing and including in all exhibits thereto and material respects with all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None applicable requirements of the Cigna SEC ReportsSecurities Act and the Exchange Act, each as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then in effect on the date of such filing)form, report or document was filed. When filed, no Camelot SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading, except to the extent superseded by a Camelot SEC Report filed subsequently and prior to the date thereof. Each of the The consolidated financial statements (including the related notes) of Camelot included in the Cigna Camelot SEC Reports (Athe “Camelot Financial Statements”) presents fairly, fairly present in conformity in all material respectsrespects with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Camelot and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or changes in financial position for the respective periods set forth thereinthen ended. Camelot maintains accounting controls and systems which are sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the accurate preparation of financial statements in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted thereingenerally accepted accounting principles and to maintain proper accountability for items, (iii) access to their property and subject, assets is permitted only in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not accordance with management’s general or are not expected to be material in amount, and lack of footnote disclosurespecific authorization, and (Biv) contains and reflects all necessary adjustments and accruals the recorded accountability for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects items is compared with the requirements of the Securities Act, the Exchange Act actual levels at reasonable intervals and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable appropriate action is taken with respect to such Cigna SEC Reportany differences. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna Since January 1, 2014, the Company has timely filed or furnished all registration statementsforms, prospectuses, reportscertifications, schedules, exhibits, documents and reports with the SEC (such forms, statements certifications, schedules, exhibits, documents and other documents reports, the “Company SEC Documents”) required to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Dateamended, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to (and giving effect to) the respective Cigna last such amendment, the Company SEC Report), Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations promulgated thereunder applicable to such Cigna Company SEC Report. (ii) Except (A) Documents and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the extent disclosedstatements therein, reflected in light of the circumstances under which they were made, not misleading. Since January 1, 2014, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The Company has made available to Parent true and complete copies of all comment letters and any other material correspondence between the SEC, on the one hand, and the Company or reserved against in any Company Subsidiaries, on the balance sheet of Cigna included in the Cigna SEC Report last filed other hand, since January 1, 2014 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any Company SEC Document and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (i) have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), (Bii) when filed complied as incurred to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the ordinary course case of business consistent the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). (c) The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any Representative of the Company or any of the Company Subsidiaries has received in writing any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. (d) Each of the chief executive officer of the Company and the chief financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with past practice since respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. Since January 1, 1990, the filings required to be made by WeCo and the WNG Subsidiaries under the Securities Act of 1933, as amended (i) Cigna has the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable Washington laws and regulations, the Natural Gas Act or the 1935 Act have been filed with the Securities and Exchange Commission (the "SEC"), the WUTC or furnished the Federal Energy Regulatory Commission (the "FERC"), as the case may be, including all registration forms, statements, prospectuses, reports, schedulesagreements (oral or written) and all documents, formsexhibits, statements amendments and other documents required supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. WeCo has made available to be Puget a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by WeCo or furnished by it WNG with the SEC since January 1, 2013 (collectively, as they have been amended since 1991 ( the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna "WeCo SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained WeCo SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited financial statements (including the related notes) and unaudited interim financial statements of WeCo and WNG included in the Cigna WeCo SEC Reports (A) presents fairly, in all material respectscollectively, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all "WeCo Financial Statements") have been prepared in conformity accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of WeCo and WNG, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments. True, accurate and recurring adjustments that were not or are not expected to be material in amount, complete copies of the Articles of Incorporation and lack Bylaws of footnote disclosure, WeCo and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)WNG, as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to effect on the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred have been delivered to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CignaPuget.

Reports and Financial Statements. (i) Cigna Target and each of its Subsidiaries has timely filed or furnished all reports, registration statements, prospectuses, reports, schedules, forms, statements forms and other documents together with any amendments required to be made with respect thereto, required to be filed or furnished by it since December 31, 1997 with (A) the FDIC, (B) the Federal Reserve Board, (C) the NASD (as defined in Section 8.1), (D) the Massachusetts Commissioner of Banks, (E) the Commonwealth of Massachusetts, and (F) the SEC since January 1, 2013 (as defined in Section 8.1) (including any filings on Form 8-K) (collectively, as they "TARGET'S REPORTS") and have been amended since the time of their filing paid all fees and including all exhibits thereto assessments due and all other information incorporated therein, the “Cigna SEC Reports”)payable in connection therewith. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date none of this Agreement or the Closing Date, then on the date of such filing), Target's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of misleading (except to the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates extent revised or for the respective periods set forth therein, all in conformity with GAAP applied on superseded by a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statementslater-filed Target Report). All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)Target's Reports, as of their respective dates (and as of amended, filed with the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act(as defined in Section 8.1), as the case may be, applicable to such Cigna and the rules and regulations of the SEC Reportpromulgated thereunder. (ii) Except Each of the financial statements (Aincluding, in each case, any notes thereto) of Target included in Target's Reports filed with the SEC complied as to form, as of their respective dates of filing with the extent disclosedSEC, reflected or reserved against in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and its Subsidiaries, fairly present the consolidated financial position of Target and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Target and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the balance sheet of Cigna included notes thereto, were prepared in accordance with GAAP (as defined in Section 8.1) consistently applied throughout the Cigna SEC Report last filed prior to the date hereofperiods covered thereby; provided, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become duehowever, that have or would reasonably the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be expected to have, material individually or in the aggregate, ) and lack a Material Adverse Effect on Cignastatement of cash flows and footnotes to the extent permitted under applicable regulations.

Reports and Financial Statements. (ia) Cigna has filed or furnished all registration All forms, statements, prospectusescertifications, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference therein) required to be have been filed or furnished by it the Company with the SEC since January 1, 2013 2021 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna Company SEC Reports”)) have been so filed on a timely basis and, as of the date hereof, are publicly available on E▇▇▇▇. No material Subsidiary None of Cigna the Company’s Subsidiaries is required to file any form, report, registration statement, prospectus certification, report or other document with the SEC. None As of the Cigna time it was filed with the SEC Reports, as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing): (i) each of the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (as the case may be), ; and (ii) none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein in such Company SEC Report or necessary in order to make the statements thereinin such Company SEC Report, in the light of the circumstances under which they were made, not misleading. Each As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including the any related notesnotes and schedules) included contained or incorporated by reference in the Cigna Company SEC Reports Reports: (Ai) presents fairly, complied as to form in all material respects, respects with the consolidated financial position rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth therein, all SEC applicable thereto; (ii) were prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods involved covered (except as otherwise noted therein, and subjectmay be expressly indicated in the notes to such financial statements or, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, as permitted by the SEC); and (Biii) contains and reflects fairly presented in all necessary adjustments and accruals for a fair presentation of Cigna’s material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its operations consolidated Subsidiaries for the periods covered by such financial statementsin each statement. All None of the Acquired Companies are a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract, in each case, where the purpose or intended effect of such Cigna SEC Reports (including Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Company in the Company’s published financial statements included or incorporated other Company SEC Reports. (c) The Company maintains disclosure controls and procedures and internal control over financial reporting required by reference therein), Rule 13a-15(e) or 15d-15(e) under the Exchange Act and internal control over financial reporting (as of their respective dates defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) as required by the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurances (and as i) that all material information concerning the Acquired Companies required to be disclosed is made known on a timely basis to the individuals responsible for the preparation of the date of any amendment Company’s filings with the SEC and other public disclosure documents and (ii) as to the respective Cigna reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s independent auditors and the audit committee of the Company Board and in a Company SEC Report)Report (A) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, complied as to form process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the requirements applicable listing and other rules and regulations of the Securities Act, the Exchange Act NYSE and the CSE and, since January 1, 2021, has not received any written notice from the NYSE or the CSE asserting any non-compliance with such rules and regulations. (d) The Company is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it. The Company has no outstanding, and has not arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna has Acquiror and each of its Subsidiaries have timely filed or furnished all reports, registration statements, prospectuses, reports, schedules, forms, statements forms and other documents documents, together with any amendments required to be filed made with respect thereto, that they were required to file since December 31, 1997 with (A) the FDIC, (B) the OTS, (C) the AMEX (as defined in Section 8.1), or furnished by it with (D) the SEC since January 1, 2013 (including any filings on Form 8-K) (collectively, as they "ACQUIROR'S REPORTS") and have been amended since the time of their filing paid all fees and including all exhibits thereto assessments due and all other information incorporated therein, the “Cigna SEC Reports”)payable in connection therewith. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date none of this Agreement or the Closing Date, then on the date of such filing), Acquiror's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of misleading (except to the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates extent revised or for the respective periods set forth therein, all in conformity with GAAP applied on superseded by a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statementslater-filed Acquiror Report). All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)Acquiror's Reports, as of their respective dates (and as of amended, filed with the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna and the rules and regulations of the SEC Reportpromulgated thereunder. (ii) Except Each of the financial statements (Aincluding, in each case, any notes thereto) of Acquiror included in Acquiror's Reports filed with the SEC complied as to form, as of their respective dates of filing with the extent disclosedSEC, reflected or reserved against in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Acquiror's Reports were prepared from the books and records of Acquiror and its Subsidiaries, fairly present the consolidated financial position of Acquiror and its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, retained earnings and cash flows of Acquiror and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereofnotes thereto, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.were prepared in

Reports and Financial Statements. (ia) Cigna has filed or furnished As of their respective dates, all registration reports, proxy statements, prospectuses, reports, schedules, forms, registration statements and other documents required to be prospectuses filed or furnished by it with the SEC by SWAT since January 1, 2013 2006 (collectivelycollectively with, as they have been amended since the time of their filing and including giving effect to, all amendments, supplements and exhibits thereto and all other information incorporated thereinthereto, the “Cigna SEC Reports”). No ) (i) complied as to form in all material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document respects with the SEC. None applicable requirements of the Cigna SEC ReportsSecurities Act and the Exchange Act, as of their respective dates and (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of SWAT’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements (including the related notes) and unaudited consolidated interim financial statements included in the Cigna SEC Reports (Aincluding any related notes and schedules) presents fairly, fairly present in all material respects, respects the consolidated financial position of SWAT and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows of Cigna and its Subsidiaries for the periods or as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustments), in each case in accordance with past practice and recurring adjustments that were not or are not expected generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 2006, SWAT has timely filed all reports, registration statements and other filings required to be material filed by it with the SEC under the rules and regulations of the SEC. (b) The Company has delivered to SWAT copies of the audited balance sheet of the Company as of December 31, 2007, together with the related audited statements of income, stockholders’ equity and changes in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations cash flow for the periods covered by fiscal year ended December 31, 2007 (such financial statements. All of such Cigna SEC Reports (including any audited financial statements included or incorporated by reference thereinbeing hereinafter referred to as the “Financial Statements”). The Financial Statements, as of their respective dates (and as of including the date of any amendment to the respective Cigna SEC Report)notes thereto, complied as to form present fairly in all material respects with the requirements financial position, results of operations and changes in cash flow of the Securities ActCompany and its consolidated Subsidiaries as of such dates and for the periods then ended. (c) The accounts receivable of the Representing Party set forth on the balance sheet of the Representing Party (i) arose from bona fide sales or contract billing transactions in the ordinary course of the Representing Party’s business and are payable on ordinary trade terms, (ii) to the Exchange Act knowledge of the Representing Party, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms (except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally or by general principles of equity), (iii) are not subject to any valid set-off or counterclaim by the debtor, (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) to Representing Party’s knowledge, are collectible in the ordinary course of the Representing Party’s business in the aggregate recorded amounts thereof, net of any applicable reserve reflected in the Representing Party’s financial statements, (vi) are not owned by any Affiliate of the Representing Party, and (vii) are not the subject of any legal proceeding brought by or on behalf of the Representing Party. The Representing Party has not received any written notice from any account debtor regarding any dispute over any of the accounts receivable. None of the accounts receivable constitutes duplicate ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as of other accounts receivable. There are no security arrangements or collateral securing the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected repayment or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date other satisfaction of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignaaccounts receivable.

Reports and Financial Statements. (i) Cigna has Target and Target Bank have each timely filed or furnished all registration statements, prospectuses, material reports, schedules, forms, registration statements and other documents proxy or information statements, together with any amendments required to be filed or furnished by it made with respect thereto, that they were required to file since December 31, 1997 with (A) the FDIC, (B) the OTS, (C) the Department, (D) the National Association of Securities Dealers, Inc. ("NASD"), and (E) the SEC since January 1, 2013 (collectively, as they "Target's Reports") and have been amended since the time of their filing paid all fees and including all exhibits thereto assessments due and all other information incorporated therein, the “Cigna SEC Reports”)payable in connection therewith. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date none of this Agreement or the Closing Date, then on the date of such filing), Target's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All of Target's Reports filed with the SEC under the Securities Exchange Act of 1934, as amended ("Exchange Act"), complied in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements (including the related notes) of Target included in Target's Reports filed with the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries complied as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)form, as of their respective dates (and as of filing with the date of any amendment to the respective Cigna SEC Report)SEC, complied as to form in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities ActSEC with respect thereto. The financial statements included in Target's Reports were prepared from the books and records of Target and Target Bank, fairly present the Exchange Act consolidated financial position of Target and Target Bank in each case at and as of the dates indicated and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated income, changes in stockholders' equity and cash flows of Target and Target Bank for the periods indicated, and, except as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against otherwise set forth in the balance sheet of Cigna included notes thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the Cigna SEC Report last filed prior to the date hereofperiods covered thereby; provided, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become duehowever, that have or would reasonably the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be expected to have, material individually or in the aggregate, ) and lack a Material Adverse Effect on Cignastatement of changes in stockholders' equity and complete footnotes.

Reports and Financial Statements. (a) The Company has previously furnished or made available to FNNI true and complete copies of: (i) Cigna has the audited consolidated financial statements of the Company and the Subsidiaries as of, and for the year ended, December 31, 2000 (the "2000 Financial Statements"); (ii) the Company's Annual Reports on Form 10-K filed or furnished all registration statementswith the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, prospectuses1998, reports, schedules, forms, statements 1999 and other documents required to be 2000; (iii) each definitive proxy statement filed or furnished by it the Company with the SEC since January 1December 31, 2013 1998; (collectively, as they have been amended since iv) each final prospectus filed by the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document Company with the SEC, except any final prospectus relating to a Registration Statement on Form S-8; and (v) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 1999. None The 2000 Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements included in the reports, proxy statements and prospectuses described in clauses (ii) through (v) above (the "Company SEC Reports") (including any related notes and schedules) fairly present in all material respects the financial position of the Cigna SEC ReportsCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (b) As of their respective dates dates, the Company SEC Reports (andi) complied as to form in all material respects with the applicable requirements of the Securities Act, if amended or superseded by a filing prior to the date of this Agreement or Exchange Act and the Closing Date, then on the date of such filing), contained rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairlysince December 31, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as 1998. None of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment Subsidiaries is subject to the respective Cigna SEC Report), complied as to form in all material respects with the periodic reporting requirements of the Securities Exchange Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna has First Capital and each of its Subsidiaries have timely filed or furnished all registration material reports, registrations and statements, prospectuses, reports, schedules, forms, statements and other documents together with any amendments required to be filed or furnished by it made with respect thereto, that they were required to file since December 31, 1996 with (A) the SEC since January 1OTS, 2013 (B) the SEC, (C) the National Association of Securities Dealers ("NASD"), and (D) the FDIC (collectively, as they "FIRST CAPITAL'S REPORTS"), and have been amended since the time of their filing paid all fees and including all exhibits thereto assessments due and all other information incorporated therein, the “Cigna SEC Reports”)payable in connection therewith. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date none of this Agreement or the Closing Date, then on the date of such filing), First Capital's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All of First Capital's Reports filed with the SEC complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements (including the related notes) of First Capital included in First Capital's Reports filed with the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries complied as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)form, as of their respective dates (and as of filing with the date of any amendment to the respective Cigna SEC Report)SEC, complied as to form in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities ActSEC with respect thereto. The financial statements included in First Capital's Reports were prepared from the books and records of First Capital and its Subsidiaries, fairly present the Exchange Act consolidated financial position of First Capital and its Subsidiaries in each case at and as of the dates indicated and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of operations, retained earnings and cash flows of First Capital and its Subsidiaries for the periods indicated, and except as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against otherwise set forth in the balance sheet of Cigna included notes thereto were prepared in accordance with GAAP consistently applied throughout the Cigna SEC Report last filed prior to the date hereofperiods covered thereby; PROVIDED, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become dueHOWEVER, that have or would reasonably the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be expected to have, material individually or in the aggregate, ) and lack a Material Adverse Effect on Cignastatement of cash flows and footnotes.

Reports and Financial Statements. (ia) Cigna Except as set forth in Section 3.5 of the Company Disclosure Letter, the Company has filed or furnished otherwise transmitted all registration statementsforms, prospectusesdocuments, reports, schedules, formscertifications, statements and other reports, including any amendments thereto, such documents together with any voluntarily filed Current Reports on Form 8-K (the “Company SEC Documents”) required to be filed or furnished by it with the SEC since January 1June 30, 2013 (collectively2005. As of their respective dates, or, if amended, as they have been amended since of the time date of their filing and including all exhibits thereto and all other information incorporated thereinthe last such amendment prior to the date hereof, the Company SEC Documents complied as to form, in all material respects, with the requirements of the Securities Act of 1933, as amended (the “Cigna SEC ReportsSecurities Act”). No material Subsidiary of Cigna is required to file any form, reportand the Exchange Act, registration statementas the case may be, prospectus or other document with and the SECapplicable rules and regulations promulgated thereunder. None of the Cigna Company SEC ReportsDocuments (excluding any exhibits thereto) so filed contained, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Datefiled, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to in order make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including any related notes thereto) of the related notes) Company included in the Cigna Company SEC Reports (A) presents fairlyDocuments fairly present, in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of Cigna the Company and its Subsidiaries Subsidiaries, as of the respective dates or date thereof, and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and indicated (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and recurring to any other adjustments that were not or described therein, the effects of which are not expected material to the consolidated financial condition, operating results or cash flows of the Company and its Subsidiaries and the absence of notes thereto), have been prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be material indicated therein or in amountthe notes thereto), and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC ReportSEC. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (ia) Cigna The MVI Common Stock has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None registered under Section 12(g) of the Cigna Exchange Act and the Purchaser is subject to the periodic reporting requirements of Section 13 of the Exchange Act. The Purchaser has previously furnished or otherwise made available to the Company true and complete copies of relevant past and current SEC Reports, as filings. (b) As of their respective dates (anddates, if amended or superseded such reports filed by a filing the Purchaser prior to the date hereof (collectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the date hereof, “Purchaser SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of this Agreement or the Closing Date, then on Exchange Act and the rules and regulations promulgated thereunder in effect as of the date of such filing), contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Purchaser SEC Report was amended or was superseded by a later filed Purchaser SEC Report, none of the Purchaser SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements included in the Purchaser SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Except as reflected in the Purchaser Disclosure Schedules, the Purchaser has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Purchaser represents and warrants to the Company that, as of the respective dates thereof, all reports of the type referred to in this Section 4.4 that the Purchaser files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited financial statements and the unaudited interim financial statements included in such reports (including the any related notesnotes and schedules) included in the Cigna SEC Reports (A) presents fairly, will fairly present in all material respects, respects the consolidated financial position of the Purchaser as of the dates thereof and consolidated the results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or other information included therein for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and then ended (subject, in the case of the unaudited interim financial statements, to normal and normal, recurring adjustments that were not or are not expected to be material in amountyear-end adjustments), and lack will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (c) The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Purchaser is made known on a timely basis to the individuals responsible for the preparation of footnote disclosurethe Purchaser’s filings with the SEC and other public disclosure documents. (d) The Chief Executive Officer and the Chief Financial Officer of the Purchaser have signed, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment Purchaser has furnished to the respective Cigna SEC Report)SEC, complied as to form in all material respects with the requirements certifications required by Sections 302 and 906 of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to Act of 2002; such Cigna SEC Report. (ii) Except (A) certifications contain no qualifications or exceptions to the extent disclosedmatters certified therein and have not been modified or withdrawn; and neither the Purchaser nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, reflected completeness, form or reserved against in the balance sheet manner of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course filing or submission of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cignasuch certifications.

Reports and Financial Statements. (i) Cigna Alrenco -------------------------------- has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents reports required to be filed or furnished by it with the SEC Securities and Exchange Commission (the "SEC") pursuant to the --- Exchange Act since January 1, 2013 1996 (collectively, as they have been amended since the time "Alrenco ------- SEC Reports"). As of their filing and including all exhibits thereto and all other information incorporated thereinrespective dates, the “Cigna Alrenco SEC ----------- Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Alrenco SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna such Alrenco SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited balance sheets of Alrenco and the related audited statements of operations, stockholders equity and cash flows and unaudited interim financial statements (including the related notes) included in the Cigna Alrenco SEC Reports (A) presents fairlycomplied as to form, as of their respective dates of filing with the SEC in all material respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presented the consolidated financial position and consolidated the results of operations and cash flows the changes in financial position of Cigna Alrenco and its Subsidiaries consolidated subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods involved involved, except ---- as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna Each of GlobespanVirata and its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 2002 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinthereto, the “Cigna "GlobespanVirata SEC Reports”"). No material Subsidiary of Cigna GlobespanVirata is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna GlobespanVirata SEC Reports, as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna GlobespanVirata SEC Reports (A) presents fairlyfairly presents, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna GlobespanVirata and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that were have not or been and are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna GlobespanVirata SEC Reports (including any financial statements included or incorporated by reference therein)Reports, as of their respective dates (and as of the date of any amendment to the respective Cigna GlobespanVirata SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportrules and regulations promulgated thereunder. (ii) Except (A) to the extent disclosed, reflected or reserved against as disclosed in the balance sheet of Cigna included in the Cigna GlobespanVirata SEC Report last Reports filed and publicly available prior to the date hereofhereof (the "GlobespanVirata Filed SEC Reports"), since June 30, 2003, GlobespanVirata and its Subsidiaries have not (Band since April 4, 2003, the WLAN Business has not) as incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of GlobespanVirata and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (CB) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CignaGlobespanVirata and its Subsidiaries. (iii) Set forth in Section 3.1(d)(iii) of the GlobespanVirata Disclosure Schedule are (A) the audited balance sheets of the WLAN Business as at January 3, 2003, December 28, 2001 and December 29, 2000, together with the related audited statements of operations, product group equity and cash flows for the fiscal years then ended, accompanied by the notes thereto and the report of Ernst & Young LLP, and (B) the unaudited balance sheet of the WLAN Business as at April 4, 2003 and the related unaudited statement of revenues, costs and related expenses, depreciation and capital expenditures for the three months then ended (collectively, the "WLAN Financial Information"). The WLAN Financial Information was derived from the internal books and records of Intersil Corporation ("Intersil") and was prepared in a manner consistent with Intersil's then current accounting practices with respect to the WLAN Business. The WLAN Financial Information is complete and accurate, is presented in accordance with GAAP, applied on a consistent basis throughout the periods indicated, and presents fairly, in all material respects, the financial position and the results of operations of the WLAN Business for the periods indicated in the manner set forth in Section 3.1(d)(iii) of the GlobespanVirata Disclosure Schedule, except for the omission of certain information required to be included in footnotes to the interim financial statements, which footnotes were not prepared by GlobespanVirata or Intersil. GlobespanVirata makes no other representations with regard to the WLAN Financial Information. Without limiting any of the foregoing, Conexant acknowledges that the WLAN Financial Information was prepared solely for the purpose of the WLAN Acquisition Agreement and that the WLAN Business was not conducted on a stand-alone basis as a separate entity during the periods indicated in the WLAN Financial Information and that the WLAN Financial Information includes allocations and estimates not necessarily indicative of the costs that would have resulted if the WLAN Business had been operated and conducted on a stand-alone basis as a separate entity during such periods.

Reports and Financial Statements. (i) Cigna The Company has timely filed or furnished all registration statements, prospectuses, required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1SEC, 2013 the securities regulatory authorities in each of the provinces of Canada, the TSE, NASDAQ or otherwise pursuant to the Canadian Securities Laws (collectivelythe "Securities Documents"). As of its filing date, each Securities Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Canadian Securities Laws, as they have been amended since the time case may be. As of their its filing and including all exhibits thereto and all other information incorporated thereindate, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior each Securities Document filed pursuant to the date of this Agreement or the Closing Date, then on the date of such filing), contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Securities Document that is a registration statement or prospectus, as amended or supplemented, if applicable, filed pursuant to the Securities Act or the Canadian Securities Laws, as of the date such registration statement or amendment became effective or the date of such prospectus or prospectus amendment, as the case may be, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) The audited consolidated financial statements (including and unaudited consolidated interim financial statements of the related notes) Company included in the Cigna SEC Reports (A) presents fairlySecurities Documents fairly present, in all material respects, in accordance with Canadian generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, then ended (subject to normal year-end adjustments in the case of the any unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna BT has filed or furnished all registration statements, prospectuses, required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January April 1, 2013 1995 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinthereto, the “Cigna "BT SEC Reports”"). No material Subsidiary of Cigna BT is required to file any form, report, registration statement, prospectus report or other document with the SEC. None of the Cigna BT SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna BT SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna BT and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP accounting principles and practices generally accepted in the United Kingdom ("UK GAAP") consistently applied on a consistent basis throughout during the periods involved involved, except as otherwise noted therein, and subject, . The financial information contained in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations statements for the periods covered by three months ended June 30, 1996 has been prepared with all due care and attention and in accordance with UK GAAP (on a basis consistent with the financial statements included in the BT SEC Reports) insofar as appropriate in the preparation of an unaudited interim statement and all statements of fact contained in such financial statementsstatement relating to BT and its Subsidiaries are, in the context of such statement, true and accurate in all material respects and not 35 24 misleading in any material respect and all expressions of opinion, intention and expectation contained therein are fair and honestly held and have been made after due and careful enquiry and consideration. All of such Cigna the BT SEC Reports (including any financial statements included or incorporated by reference therein)Reports, as of their respective dates (and as of the date of any amendment to the respective Cigna BT SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Reportrules and regulations promulgated thereunder. (ii) Except (A) to the extent disclosed, reflected or reserved against as set forth in the balance sheet of Cigna included in the Cigna BT SEC Report last Reports filed prior to the date hereofof this Agreement, (B) as and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date March 31, 1996, neither BT nor any of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have its Subsidiaries has any liabilities or obligations of any nature, nature (whether known or unknownaccrued, absolute, accrued, contingent, determined, determinable contingent or otherwise and whether due or to become due, that have or would reasonably be expected to haveotherwise) which, individually or in the aggregate, would have a Material Adverse Effect on CignaBT or would prevent or materially delay the performance of this Agreement by BT.

Reports and Financial Statements. (i) Cigna Each of GBC and its Subsidiaries has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2013 2002 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinthereto, the “Cigna "GBC SEC Reports”"). No material Subsidiary of Cigna GBC is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna GBC SEC Reports, as of their respective dates at the time it was filed (andor, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Included in Section 5.1(d)(i) of the GBC Disclosure Schedule are the consolidated balance sheet of GBC and its Subsidiaries as of December 31, 2004 and the related consolidated statements of income, cash flows and stockholders' equity for the year ended December 31, 2004 (such statements, together with the notes thereto, the "GBC 2004 Financial Statements"). Each of the GBC 2004 Financial Statements and each of the financial statements (including the related notes) included in the Cigna GBC SEC Reports (A) presents fairlyfairly presents, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna GBC and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statementsyear-end adjustments. All of such Cigna GBC SEC Reports (including any financial statements included or incorporated by reference therein)Reports, as of their respective filing dates (and as of the date of any amendment to the respective Cigna GBC SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "Sarbanes Act, as ") and the case may be, applicable to such Cigna SEC Reportrules and regulations promulgated thereunder. (ii) Except (A) to the extent disclosed, reflected or reserved against as disclosed in the balance sheet of Cigna included in the Cigna GBC SEC Report last Reports filed and publicly available prior to the date hereofhereof (the "GBC Filed SEC Reports") or in the GBC 2004 Financial Statements, (B) as since January 1, 2005, GBC and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of GBC and its Subsidiaries or in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CignaGBC. (iii) Each of the principal executive officer of GBC and the principal financial officer of GBC (or each former principal executive officer of GBC and each former principal financial officer of GBC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Act with respect to the GBC SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this Section 5.1(d), "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes Act. (iv) GBC and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. GBC (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by GBC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to GBC's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of GBC required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to GBC's auditors and the audit committee of GBC's Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect GBC's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in GBC's internal controls over financial reporting. GBC has made available to Fortune and ACCO any such disclosure made by management to GBC's auditors and the audit committee of GBC's Board of Directors.

Reports and Financial Statements. (i) Cigna has Heritage and each of its Subsidiaries have each timely filed or furnished all registration material reports, registrations and statements, prospectuses, reports, schedules, forms, statements and other documents together with any amendments required to be filed or furnished by it made with respect thereto, that they were required to file since December 31, 1997 with (A) the FDIC, (B) the OTS, (C) the NASD (as defined in Section 8.1) and (D) the SEC since January 1, 2013 (as defined in Section 8.1) (collectively, as they "Heritage's Reports") and have been amended since the time of their filing paid all fees and including all exhibits thereto assessments due and all other information incorporated therein, the “Cigna SEC Reports”)payable in connection therewith. No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to the date none of this Agreement or the Closing Date, then on the date of such filing), Heritage's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All of Heritage's Reports filed with the SEC complied in all material respects with the applicable requirements of the Exchange Act (as defined in Section 8.1) and the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements (including the related notes) of Heritage included in Heritage's Reports filed with the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries complied as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein)form, as of their respective dates (and as of filing with the date of any amendment to the respective Cigna SEC Report)SEC, complied as to form in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities ActSEC with respect thereto. The financial statements included in Heritage's Reports were prepared from the books and records of Heritage and its Subsidiaries, fairly present the Exchange Act consolidated financial position of Heritage and its Subsidiaries in each case at and as of the dates indicated and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated results of operations, retained earnings and cash flows of Heritage and its Subsidiaries for the periods indicated, and, except as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against otherwise set forth in the balance sheet of Cigna included notes thereto, were prepared in accordance with GAAP (as defined in Section 8.1) consistently applied throughout the Cigna SEC Report last filed prior to the date hereofperiods covered thereby; provided, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become duehowever, that have or would reasonably the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be expected to have, material individually or in the aggregate, ) and lack a Material Adverse Effect on Cignastatement of cash flows and footnotes.

Reports and Financial Statements. (ia) Cigna Except as set forth on Schedule 4.7 hereto, the Acquiror has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since March 19, 1996 (collectively, the "Acquiror SEC Documents"). The Acquiror SEC Documents, and any reports, forms and documents filed by it the Acquiror with the SEC since January 1, 2013 (collectivelyafter the date hereof, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinamended, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any formcomplied, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reportswill comply, as of their respective dates (anddates, if amended as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Acquiror SEC Documents, and except to the extent that information contained in any Acquiror SEC Document has been superseded by a filing prior to the date of this Agreement or the Closing Datelater filed Acquiror SEC Document, then on the date none of such filing)SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . (b) The consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows, and the related notes of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries Acquiror as of the respective dates or and for the respective periods set forth thereinyears ended December 31, all in conformity with GAAP applied on a consistent basis throughout 1997 and 1996 (the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B"Acquiror Audited Financial Statements") contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered have been audited by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇, ▇-▇▇▇▇▇▇ Act& Company, P.C., independent accountants, in accordance with generally accepted auditing standards. The Acquiror AGREEMENT AND PLAN OF REORGANIZATION - 7 Audited Financial Statements and the balance sheet and related statement of income, stockholders' equity and cash flow as of and for the six month period ended June 30, 1998 (the "Acquiror Interim Financial Statements," and together with the Acquiror Audited Financial Statements, the "Acquiror Financial Statements") included in the Acquiror SEC Documents have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior periods, and present fairly the consolidated financial position of the Acquiror at such dates and the results of operations and cash flows for the periods then ended, except, in the case of the Acquiror Interim Financial Statements, as permitted by Rule 10-01 of Regulation S-X of the case may beSEC. The Acquiror Interim Financial Statements reflect all adjustments (consisting only of normal, applicable recurring adjustments) that are necessary for a fair statement of the results for the interim periods presented therein. Except as set forth in the Acquiror Interim Financial Statements or on Schedule 4.7 hereto, neither the Acquiror nor the Merger Sub, nor any of their respective assets, are subject to such Cigna SEC Report. any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) ("Undisclosed Liabilities"), except (i) as and to the extent reflected on the Acquiror's unaudited balance sheet as of June 30, 1998, or (ii) Except (A) to the extent disclosedas may have been incurred or may have arisen since June 30, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred 1998 in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A)business, or (Ciii) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to havethat, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the financial condition, results of operations or business of the Acquiror or the Merger Sub taken as a whole (an "Acquiror Material Adverse Effect Effect"). (c) Except as set forth on CignaSchedule 4.7 hereto, the most recent balance sheet of the Acquiror included in the Acquiror Interim Financial Statements includes appropriate reserves for all taxes and other liabilities incurred as of such date but not yet payable.

Reports and Financial Statements. (i) Cigna SoftQuad has filed or furnished all made available to Corel prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statementsstatement, prospectuses, reports, schedules, forms, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by SoftQuad or furnished by it any of its Subsidiaries with the SEC since January 1, 2013 2000 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna SEC "SoftQuad Reports”"). No material Subsidiary of Cigna is , which are all the documents (other than preliminary material) that SoftQuad and its Subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SECSEC since such date. None Except as disclosed in Section 3.05 of the Cigna SEC ReportsSoftQuad Disclosure Letter, as of their respective dates dates, the SoftQuad Reports (and, if amended or superseded by a filing prior i) complied as to form in all material respects with the date requirements of this Agreement the Securities Act or the Closing DateExchange Act, then on as the date of such filing)case may be, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna SEC SoftQuad Reports (Athe "SoftQuad Financial Statements") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the respective periods set forth therein, all in conformity with GAAP United States ("U.S. GAAP") applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal the absence of certain footnotes and to normal, recurring year-end audit adjustments that were not or (which are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, materially adverse to SoftQuad and its Subsidiaries taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of SoftQuad and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.05 of the SoftQuad Disclosure Letter, each Subsidiary of SoftQuad is treated as a consolidated subsidiary of SoftQuad in the SoftQuad Financial Statements for all periods covered thereby.

Reports and Financial Statements. (ia) Cigna Since January 1, 1999, Purchaser has filed or furnished with the SEC all registration material forms, statements, prospectusesreports and documents (including all exhibits, reports, schedules, forms, statements amendments and other documents supplements thereto) required to be filed or furnished by it under each of the Securities Act, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate acts and the rules and regulations thereunder. (b) Purchaser has previously made available or delivered to the Companies or the Sellers copies of Purchaser's (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1998, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a shareholders' meeting from January 1, 1999, until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by Purchaser with the SEC since January 1, 2013 1999 (collectivelyother than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits thereto, are collectively referred to as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna "Purchaser SEC Reports”"). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as . (c) As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained Purchaser SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the . (d) The audited consolidated financial statements (including the related notes) and unaudited interim consolidated financial statements of Purchaser included in such reports (collectively, the Cigna SEC Reports "Purchaser Financial Statements") have been prepared in accordance with GAAP (Aexcept as may be indicated therein or in the notes thereto) presents fairly, and fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of Cigna Purchaser and its Subsidiaries as of the respective dates or thereof and the consolidated results of their operations and cash flows for the respective periods set forth thereinthen ended, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary audit adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference other adjustments described therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (i) Cigna Micrografx has filed or furnished all made available to Corel prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statementsstatement, prospectuses, reports, schedules, forms, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by Micrografx or furnished by it any of its Subsidiaries with the SEC since January 1, 2013 1997 (collectively, as they such documents have been amended since the time of their filing and including all exhibits thereto and all other information incorporated thereinbeen amended or supplemented, the “Cigna SEC "Micrografx Reports”"). No material Subsidiary of Cigna is , which are all the documents (other than preliminary material) that Micrografx and its Subsidiaries were required to file any form, report, registration statement, prospectus or other document with the SECSEC since such date. None Except as disclosed in Section 3.05 of the Cigna SEC ReportsMicrografx Disclosure Letter, as of their respective dates dates, the Micrografx Reports (and, if amended or superseded by a filing prior i) complied as to form in all material respects with the date requirements of this Agreement the Securities Act or the Closing DateExchange Act, then on as the date of such filing)case may be, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) included in the Cigna SEC Micrografx Reports (Athe "Micrografx Financial Statements") presents fairly, complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the respective periods set forth therein, all in conformity with GAAP United States ("U.S. GAAP") applied on a consistent basis throughout during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal the absence of certain footnotes and to normal, recurring year-end audit adjustments that were (which would not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed prior to the date hereof, (B) as incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to haveto, individually or in the aggregate, materially adverse to Micrografx and its Subsidiaries taken as a Material Adverse Effect on Cignawhole)) the consolidated financial position of Micrografx and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.05 of the Micrografx Disclosure Letter, each Subsidiary of Micrografx is treated as a consolidated subsidiary of Micrografx in the Micrografx Financial Statements for all periods covered thereby.

Reports and Financial Statements. (i) Cigna Purchaser has filed or furnished heretofore made -------------------------------- available to SPE true and complete copies of all reports, registration statements, prospectuses, reports, schedules, forms, definitive proxy statements and other documents required to be (in each case together with all amendments and supplements thereto) filed or furnished by it Purchaser with the SEC Commission since January 1, 2013 2000 (collectivelysuch reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are collectively referred to as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”"Purchaser --------- Commission Filings"). No material Subsidiary The Purchaser Commission Filings constitute all of Cigna is the ------------------ documents (other than preliminary material) that Purchaser (or its predecessor) was required to file any form, report, registration statement, prospectus or other document with the SECCommission since such date. None of the Cigna SEC Reports, as As of their respective dates (anddates, if amended or superseded by a filing prior to each of the date Purchaser Commission Filings complied in all material respects with the applicable requirements of this Agreement the Securities Act or the Closing DateExchange Act, then on as applicable, and the date rules and regulations thereunder, and none of the Purchaser Commission Filings contained as of such filing), contained date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of When filed with the Commission, the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, Purchaser Commission Filings complied as to form in all material respects, respects with the consolidated financial position applicable rules and consolidated results of operations and cash flows of Cigna and its Subsidiaries as regulations of the respective dates or for the respective periods set forth therein, all Commission and were prepared in conformity accordance with GAAP generally accepted accounting principles (as in effect from time to time) applied on a consistent basis throughout (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position of Purchaser and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or year-end audit adjustments, none of which are not expected to be material in nature or amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and . Except as disclosed in the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Cigna SEC Report), complied as to form in all material respects Purchaser Commission Filings filed with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except (A) to the extent disclosed, reflected or reserved against in the balance sheet of Cigna included in the Cigna SEC Report last filed Commission prior to the date hereof, (B) as since January 1, 2000 neither Purchaser nor any Subsidiary of Purchaser has incurred in the ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), any liability or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations obligation of any naturekind which, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have, individually in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of Purchaser and its Subsidiaries, taken as a Material Adverse Effect on Cignawhole.