Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, CIBER Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article II, Section 1 and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g1.5(d). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record registered holders of SCB Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cashStock. Upon Subject to Section 1.5(d), upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1A) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.51.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (2B) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.8(b), each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 2.51.5. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger represented thereby, until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to Parent upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, CIBER Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article IISection 1, and (ii) cash sufficient $25,000,000 to pay the Cash Consideration aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 2.5(g1.5(d). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cashand/or the Cash Consideration, as applicable. Upon surrender of an SCB Stock a Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.51.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.8(b), each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 2.51.5. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to Parent upon demand, and any holders of CIBERCertificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time, CIBER but in no event later than two business days thereafter, Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article IISection 1, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g1.5(c). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time but in any event not later than five business days after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates (i) a letter of transmittal in customary the form and containing such provisions attached hereto as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent)Exhibit F, and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cashStock. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.51.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.7, each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 2.51. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after On or prior to the Effective TimeClosing Date, CIBER Parent shall deposit, select a reputable bank or shall cause trust company reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER the Company to act as exchange agent in the Merger (the "Exchange Agent") ). As promptly as practicable after the Effective Time, Parent shall deposit with the Exchange Agent: (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article II, Section 1.5; and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g1.5(d). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "Exchange Fund." (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the Persons who were record holders of SCB Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cashStock. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBER, Parent: (1A) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, 1.5 (and cash in lieu of any fractional share of Parent Common Stock); and (2B) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.7(b), each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 2.51.5. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who was an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company at the time of the Company Stockholders' Meeting (as defined in Section 5.2(a)) until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement required by Section 5.9. (d) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 1.7. Subject to applicable Legal Requirements (at which time such holder shall be entitledincluding applicable abandoned property, subject to the effect of applicable escheat or similar laws), following surrender of any such Company Stock Certificate, the Exchange Agent will deliver to receive all such dividends and distributionsthe record holder thereof, without interest): (i) a certificate representing the number of whole shares of Parent Common Stock issued in exchange therefor along with cash in lieu of any fractional share pursuant to Section 1.5(d) and the amount of any such dividends or other distributions with a record date after the Effective Time (and with a payment date prior to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock; and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time (and with a payment date on or subsequent to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock. (de) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to Parent upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (ef) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Promptly after On or prior to the Effective TimeClosing Date, CIBER Parent shall deposit, select a reputable bank or shall cause trust company to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER act as exchange agent in the Merger (the "Exchange Agent") ). Within 15 business days after the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of the Company Common Stock, (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article IISection 1, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g1.6(d). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent and the Company may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cash(plus cash in lieu of fractional shares, if any, of Parent Common Stock). Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.51.6 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the SCB Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.7, 1.8 each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 2.51. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate, and, in such case, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the shares of Parent Common Stock and any cash in lieu of fractional shares. (c) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date 180 days after the Effective Time shall become the general funds be delivered to Parent upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) On or prior to the Closing Date, Veeco shall select a reputable bank or trust company to act as exchange agent in the Merger (the "EXCHANGE AGENT"). Promptly after the Effective Time, CIBER Veeco shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Common Stock Veeco Shares issuable pursuant to this Article II, II and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)2.05(d) hereof. The shares of CIBER Common Stock Veeco Shares and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to herein collectively as the "Exchange FundEXCHANGE FUND." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates Certificates: (i) a letter of transmittal in customary form and containing such provisions as CIBER Veeco may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Common Stock and cashVeeco Shares as contemplated by this Article II. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERVeeco, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration Veeco Shares that such holder has the right to receive pursuant to the provisions of Section 2.52.05 hereof (and an appropriate amount of cash in lieu of any fractional Veeco Share otherwise issuable), and (2) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.72.07, each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration Veeco Shares (and an appropriate amount of cash in lieu of any fractional Veeco Share otherwise issuable) as contemplated by Section 2.5this Article II. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Veeco may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common StockVeeco Shares hereunder, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Veeco may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Veeco or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No certificates representing Veeco Shares shall be issued in exchange for any Company Stock Certificate to any Person who may be a Company Affiliate until such Person shall have delivered to Veeco and the Company a duly executed Company Affiliate Agreement or Veeco Affiliate Agreement (as applicable), as contemplated by Section 5.21 hereof. (d) No dividends or other distributions declared or made with respect to CIBER Common Stock Veeco Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Common Stock Veeco Shares that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 2.07 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar lawsLaws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date that is 180 days after the Effective Time shall become the general funds be delivered to Veeco upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.07 shall thereafter look only to Veeco for satisfaction of their claims for Veeco Shares, cash in lieu of fractional Veeco Shares and any dividends or distributions with respect to Veeco Shares Common Stock. (ef) The Each of the Exchange Agent Agent, Veeco and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Merger Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law Tax Law or under any other applicable Legal RequirementLaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither CIBER Veeco nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Common Stock Veeco Shares (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property lawLaw, escheat law Law or similar Legal RequirementLaw.

Exchange of Certificates. (a) Prior to the Effective Time, Parent shall designate a commercial bank, trust company or other financial institution, which may include Parent's stock transfer agent, to act as exchange agent ("Exchange Agent") in the Merger. (b) Promptly after the Effective Time, CIBER Parent shall depositmake available to the Exchange Agent for exchange in accordance with this Article II, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the aggregate number of shares of CIBER Parent Common Stock issuable pursuant to this Article IISection 2.1 in exchange for outstanding shares of Company Common Stock, and (ii) cash in an amount sufficient to pay the Cash Consideration and to make payments permit payment of cash in lieu of fractional shares in accordance with pursuant to Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as 2.1(f) (the "Exchange Fund")." (bc) As soon as reasonably practicable Promptly, and in any event no later than ten business days after the Effective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time represented outstanding shares of SCB Company Common Stock Certificates (the "Certificates") (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), and shall be in such form and have such other provisions as Parent may reasonably specify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER shares of Parent Common Stock (and cashcash in lieu of fractional shares). Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with Stock, plus cash in lieu of any fractional share of CIBER Common Stock) shares in accordance with Section 2.1(f), to which such holder is entitled pursuant to Section 2.1, and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.72.5, each SCB Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificate shall will be deemed, deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB number of full shares of Parent Common Stock Certificate into which such shares of Company Common Stock shall have been lost, stolen or destroyed, CIBER may, so converted and the right to receive an amount of cash in its discretion and as a condition precedent to lieu of the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (fractional shares in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER accordance with respect to such SCB Stock CertificateSection 2.1(f). (cd) No dividends or other distributions declared or made after the Effective Time with respect to CIBER Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Parent Common Stock that represented thereby until the holder of record of such holder has the right Certificate shall surrender such Certificate. Subject to receive in the Merger until applicable law, following surrender of any such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder Certificate, there shall be entitled, subject paid to the effect record holder of applicable escheat or similar laws, to receive all such dividends and distributionsthe certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest). (d) Any portion , at the time of such surrender, the Exchange Fund that remains undistributed to holders amount of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.other

Exchange of Certificates. (a) Promptly after Prior to the Effective Time, CIBER Horizons shall depositauthorize Registrar & Transfer Company, or such other firm as is reasonably acceptable to Analysts, to serve as exchange agent hereunder (the “Exchange Agent”) pursuant to an agreement reasonably acceptable to Analysts. At or immediately following the Effective Time, Horizons shall cause to be deposited in trust with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) , for the benefit of the holders of Analysts Common Stock, certificates representing the number of whole shares of CIBER Horizons Common Stock issuable pursuant to which the holders of Analysts Common Stock are entitled under this Article II, and (ii) shall agree in writing with the Exchange Agent to deposit in trust with the Exchange Agent, as needed, cash sufficient to pay the Cash Consideration and to make payments in lieu of for fractional shares in accordance with Section 2.5(g2.05 (such cash amounts and certificates are referred to herein collectively as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions received from Horizons, deliver the number of shares of CIBER Horizons Common Stock and pay the amounts of cash amounts so deposited with provided for in Section 2.05 out of the Exchange AgentFund. Additional amounts of cash, together with any dividends or distributions received if any, needed from time to time by the Exchange Agent with respect to such shares, are referred to collectively as make payments for fractional shares shall be provided by Horizons and shall become part of the "Exchange Fund. The Exchange Fund may not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed by Analysts and Horizons before the Effective Time. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Horizons. Any interest and other income resulting from such investments will be paid to Horizons." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail and otherwise make available to each record holder (other than Horizons, JV Merger and Analysts or any of their Subsidiaries who, as of the record holders Effective Time, was a holder of SCB Stock Certificates (i) a Certificate a letter of transmittal and instructions for use in customary form effecting the surrender of the Certificate for payment therefor and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates conversion thereof. Delivery shall be effected, and risk of loss and title to SCB Stock Certificates the Certificate shall pass, only upon proper delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchangeand the letter of transmittal shall so reflect. (c) Upon surrender to the Exchange Agent of a Certificate representing shares of Analysts Common Stock, together with a duly executed the letter of transmittaltransmittal duly executed, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate (i) one or more certificates as requested by the holder (properly issued, executed, and countersigned, as appropriate) representing the number of whole shares of CIBER Horizons Common Stock constituting the to which that holder of Analysts Common Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive is entitled pursuant to the provisions of Section 2.52.01, and (2ii) as to any fractional share, a check representing the SCB Stock cash consideration to which the holder is entitled under Section 2.05, and the Certificate so surrendered shall be canceled. Until No interest will be paid or accrued on any cash payable for fractional shares upon surrender of a Certificate. Horizons shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of Horizons Common Stock if the certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided , however , that Horizons shall not pay any transfer or other tax if payment of any such tax by Horizons would cause the Merger to fail to qualify as contemplated a tax-free reorganization under the Code. If any portion of the applicable Merger Consideration to be received pursuant to this Article II upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting the exchange shall pay in advance any transfer or other taxes required by reason of the issuance of the applicable Merger Consideration to such other person, or establish to the satisfaction of the Exchange Agent that the tax has been paid or that no tax is applicable. (d) From the Effective Time until surrender in accordance with this Section 2.72.06, each SCB Stock Certificate (other than any Certificates representing shares held of record by Horizons, JV Merger or Analysts or any of their Subsidiaries) shall be deemed, from for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the applicable Merger Consideration into which those shares of Analysts Common Stock shall have been converted. No dividends or other distributions that are otherwise payable with respect to the applicable Merger Consideration will be paid to persons entitled to receive the applicable Merger Consideration until they surrender their Certificates. Subject to the effect of applicable abandoned property, escheat, and similar laws, promptly after surrender of a Certificate, there shall be paid to the person in whose name the applicable Merger Consideration is issued any dividends or other distributions on such applicable Merger Consideration that shall have a record date on or after the Effective TimeTime and before surrender, to represent only provided that if the right payment date for any dividend or other distribution is after the date of surrender, the payment shall be made on the payment date. Persons entitled to receive dividends or other distributions shall not be entitled to receive interest on them. Horizons shall make available to the Merger Consideration as contemplated by Section 2.5. If Exchange Agent from time to time the cash necessary to make payments of dividends or other distributions on Horizons Common Stock and any SCB Stock Certificate such cash shall have been become part of the Exchange Fund. (e) In the case of any lost, stolen stolen, or destroyeddestroyed Certificate, CIBER maythe holder thereof may be required, in its discretion and as a condition precedent to the issuance delivery to the holder of any certificate representing CIBER Common Stockthe consideration described in Section 2.01 and 2.05, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver to Horizons a written indemnity agreement in form and substance reasonably acceptable to Horizons and, if reasonably deemed advisable by Horizons, a bond (in such reasonable sum as CIBER Horizons may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent Agent, the Surviving Corporation or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate Horizons with respect to the shares of CIBER Common Stock that such holder has the right Certificate alleged to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidlost, stolen, or destroyed. (f) Neither CIBER nor After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation or Horizons of the shares of Analysts Common Stock that were outstanding immediately before the Effective Time. If, on or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or canceled and exchanged for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe consideration described in Sections 2.01 and 2.

Exchange of Certificates. (a) Promptly after Prior to the Effective Timemailing of the Proxy Statement, CIBER Parent shall deposit, enter into an agreement with a bank or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected trust company designated by CIBER Parent (the "Exchange Agent") ), providing that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of the Company Shares, for exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article II, Sections 2.3 and 2.5 and (iiiii) cash sufficient in an amount equal to pay the Cash Consideration and aggregate amount required to make payments be paid in lieu of fractional shares in accordance with interests of Parent Common Stock pursuant to Section 2.5(g). The 2.10 (such cash and shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are thereto with a record date after the Effective Time and the cash referred to collectively in clause (iii) of this Section 2.7 being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in accordance with this Agreement. Until they are distributed, the shares of Parent Common Stock held by the Exchange Agent shall be deemed to be outstanding, but the Exchange Agent shall not vote such shares or exercise any rights of a stockholder with regard thereto." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate representing shares of Company Common Stock (a "Certificate") whose shares were converted into the record holders of SCB Stock Certificates right to receive the Merger Consideration, (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates the Certificate(s) in exchange for certificates representing CIBER Common Stock and cashthe Merger Consideration. Upon surrender of an SCB Stock Certificate such Certificate(s) for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with and cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive pursuant to the provisions of Section 2.5Sections 2.3 and 2.10, and the Certificate(s) so surrendered shall forthwith be canceled. (2c) If any cash or any certificate representing Parent Shares is to be paid to or issued in a name other than that in which a Certificate surrendered in exchange therefor is registered, a certificate representing the SCB proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be canceledproperly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of cash or the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB cash, the certificate representing shares of Parent Common Stock Certificate shall have been lost, stolen or destroyed, CIBER may, cash in its discretion and as a condition precedent to the issuance lieu of any certificate representing CIBER fractional shares of Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) applicable. No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall interest will be paid to the holder of or will accrue on any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)cash so payable. (d) Any portion If any holder of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent converted Company Shares shall be entitled unable to deduct and withhold from any consideration payable surrender such holder's Certificates because such Certificates shall have been lost or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withhelddestroyed, such amounts shall be treated for all purposes under this Agreement as having been paid holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Person to whom such amounts would otherwise have been paidParent. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) On or prior to the Closing Date, CIBER shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)2.5. The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB ARIS Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB ARIS Stock Certificates shall be effected, and risk of loss and title to SCB ARIS Stock Certificates shall pass, only upon delivery of such SCB ARIS Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB ARIS Stock Certificates in exchange for certificates representing CIBER Common Stock and cashStock. Upon surrender of an SCB a ARIS Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB ARIS Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.52.5 (together with cash in lieu of any fractional share of CIBER Common Stock), and (2) the SCB ARIS Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB ARIS Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of CIBER Common Stock, the Merger Cash Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) as contemplated by Section 2.5. If any SCB ARIS Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB ARIS Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB ARIS Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB ARIS Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB ARIS Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB ARIS Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to CIBER upon demand, and any holders of CIBERARIS Stock Certificates who have not theretofore surrendered their ARIS Stock Certificates in accordance with this Section 2.7 shall thereafter look only to CIBER for satisfaction of their claims for CIBER Common Stock, cash in lieu of fractional shares of CIBER Common Stock and any dividends or distributions with respect to CIBER Common Stock. (e) The Each of the Exchange Agent and CIBER shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB ARIS Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB ARIS Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after Prior to the Effective Time, CIBER Parent (on behalf of US Corp. and Merger Sub) shall deposit, or shall cause deposit with a nationally recognized financial institution designated by Parent (on behalf of US Corp. and Merger Sub) and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER the Company (the "“Exchange Agent") (i) certificates representing ”), for the benefit of the holders of shares of CIBER Company Common Stock issuable whose shares are converted into the right to receive the Merger Consideration pursuant to this Article II, for exchange in accordance with this Article II, through the Exchange Agent, shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested) issuable pursuant to Section 2.01 in exchange for outstanding shares of Company Common Stock. Prior to the Effective Time, Merger Sub shall provide to the Exchange Agent all of the cash necessary to pay the cash portion of the aggregate Merger Consideration for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01 and shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.02(c) (ii) such shares of Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Merger Sub shall assume that there will not be any fractional shares of Parent Common Stock. Merger Sub shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay the Cash Consideration and to make payments cash in lieu of fractional shares in accordance with Section 2.5(g2.02(e). The shares Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration in accordance with this Section 2.02 out of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with Fund. The Exchange Fund shall not be used for any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundother purpose." (b) As Parent (on behalf of US Corp. and Merger Sub) shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares were converted into the Exchange Agent shall mail right to receive the record holders of SCB Stock Certificates Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent (on behalf of US Corp. and Merger Sub) may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common Stock and cashthe Merger Consideration. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by Parent (on behalf of US Corp. and Merger Sub), together with a duly executed such letter of transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (A) the Per Share Cash Amount with respect to which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, (B) the number of whole shares of CIBER Parent Common Stock constituting (which shall be in non-certificated book entry form unless a physical certificate is requested) which the aggregate number of shares of Company Common Stock Consideration previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive and (together with C) cash in lieu of any fractional share shares of CIBER Parent Common Stock) Stock as set forth in Section 2.02(e), and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall forthwith be canceledcancelled. Until In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.72.02, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by Section 2.5. If any SCB Stock such Certificate shall have been lost, stolen converted pursuant to Section 2.01(c). No interest shall be paid or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance accrue on any cash payable upon surrender of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB certificate formerly representing Company Common Stock Certificate with respect to the shares of CIBER Parent Common Stock that issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder has pursuant to Section 2.02(e), in each case until the right to receive in the Merger until surrender of such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time Article II. Subject to applicable Law, following surrender of any such holder Certificate, there shall be entitled, subject paid to the effect holder of applicable escheat or similar laws, to receive all such dividends and distributionsthe shares of Company Common Stock issued in exchange therefor, without interest), (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock. After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.02(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) an amount equal to the average of the closing sale prices of the Parent Common Stock on Nasdaq for each of the five (5) trading days immediately prior to the Closing Date. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock, the Exchange Agent shall make available such amounts, without interest, to the holders of Company Common Stock entitled to receive such cash. (f) Any portion of the Exchange Fund that remains undistributed to the holders of SCB Company Common Stock Certificates as of the date 180 days for six months after the Effective Time shall become be delivered to Parent (on behalf of the general funds Surviving Corporation), upon demand, and any holder of CIBERCompany Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent (on behalf of the Surviving Corporation) for payment of its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(ii). (eg) The None of Parent, US Corp., Merger Sub, Merger LLC, the Company, the Surviving Corporation, the Surviving Company or the Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder Person in respect of SCB Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), ) or for cash from the Exchange Fund (including any cash amounts, amounts delivered to any Parent in accordance with Section 2.02(f)) delivered to a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal RequirementLaw. If any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(i) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent (on behalf of US Corp. and Merger Sub), the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered. (i) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent (on behalf of Merger Sub), on a daily basis; provided, however, that any investment of cash in the Exchange Fund shall in all events be limited to investment in direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, or in funds investing solely in such obligations, and that no such investment or loss thereon shall affect the amounts payable to holders of Company Common Stock pursuant to Article II. Any interest and other income resulting from such investments shall be paid to Merger Sub. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under this Article II, Parent shall take all steps necessary to promptly deposit with the Exchange Agent additional Merger Consideration or other cash sufficient to make all payments required under this Agreement, and Parent shall in any event be liable for payment thereof. (j) Parent (on behalf of Merger Sub) shall be entitled to deduct and withhold from the consideration otherwise payable in respect of the Transactions such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, federal, provincial, territorial, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts shall be treated as paid to the Persons otherwise entitled to such amounts. If the amount withheld and paid over is in respect of consideration other than cash, the Surviving Corporation or other payor will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable to the Person entitled to such amount, sold such consideration on behalf of such Person for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Exchange of Certificates. (a) Promptly after At the Closing, each Stockholder shall deliver certificates which immediately prior to the Effective TimeTime represented outstanding Shares of the Company (each, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange AgentCertificate") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeSurviving Corporation at the Closing, together with a duly executed letter of transmittal, the Certificate so surrendered shall forthwith be canceled and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number (A) an amount of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the for each Cash Consideration that such holder has the right to receive pursuant Share equal to the provisions of Section 2.5Per Share Merger Consideration, and (2B) for each Retained Share, the SCB Common Stock Units due in respect thereof calculated in accordance with Section 1.5(f). In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company as of the Effective Time, the Applicable Merger Consideration may be paid in accordance with this Article I to a transferee if the Certificate so surrendered shall be canceled. Until surrendered as contemplated evidencing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.71.6(a) and by evidence that any applicable stock transfer taxes have been paid. Anything herein to the contrary notwithstanding, each SCB Stock Certificate no interest or dividends shall accrue or be deemed, from payable or paid on any portion of the Applicable Merger Consideration payable to any person hereunder. At and after the Effective Time, each holder of a Certificate to represent only be canceled pursuant to this Section 1.6 shall cease to have any rights as a stockholder of the Company, except for the right to receive surrender Certificates in the manner prescribed by this Section 1.6 in exchange for payment of the Applicable Merger Consideration as contemplated by Section 2.5Consideration. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent All required cash payments to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time Stockholders shall be paid by wire transfer of immediately available funds at the Closing to the holder of any unsurrendered SCB Stock Certificate with respect accounts specified by the Stockholders not later than two days prior to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Closing Date. (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after As of the Effective Time, CIBER Star shall deposit, or shall cause to be deposited deposited, with CIBER's Corporate Secretary Continental Stock Transfer and Trust Company, or a third party selected by CIBER such other bank or trust company which shall be mutually acceptable to the parties hereto (the "Exchange Agent") ), for the benefit of holders of shares of EFCC Common Stock, for exchange in accordance with this Section 2.5, through the Exchange Agent: (i) certificates representing the Star Share Number of shares of CIBER Star Common Stock issuable pursuant to this Article II, and (if the All Cash Option is not exercised); (ii) the estimated amount of cash sufficient to be paid pursuant to Section 2.5(e); and (iii) all funds necessary to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The for shares of CIBER EFCC Common Stock and cash amounts so deposited with converted by reason of the Exchange AgentMerger (or the Merger Consideration, together with any dividends or distributions received by in cash, if the Exchange Agent All Cash Option is exercised) (in each case other than Merger Consideration with respect to Dissenting Shares) (together, all such shares, are certificates and cash being hereinafter referred to collectively as the "Exchange Fund"). The Exchange Agent shall deliver, pursuant to irrevocable instructions, the Cash Consideration (or the Merger Consideration, in cash, if the All Cash Option is exercised), the shares of Star Common Stock (if the All Cash Option is not exercised) contemplated to be issued pursuant to Section 2.1 and the cash to be issued pursuant to Section 2.5(e) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time represented outstanding shares of SCB EFCC Common Stock Certificates (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Star and EFCC may reasonably specify), ; and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for the Cash Consideration and certificates representing CIBER shares of Star Common Stock and (or, in the event the All Cash Option is exercised, the Merger Consideration in cash). Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeAgent, or to such other agent or agents as may be appointed by Star, together with a duly executed such letter of transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Merger Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive pursuant to the provisions of this Section 2.5, and (2) the SCB Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of EFCC Common Stock which is not registered on the transfer records of EFCC, the Cash Consideration may be paid to and certificates representing the proper number of shares of Star Common Stock (or, in the event the All Cash Option is exercised, the Merger Consideration in cash) may be issued to a transferee if the Certificate representing such EFCC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.5, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5Consideration. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the The Exchange Agent shall not be entitled to vote or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder exercise any rights of any unsurrendered SCB Stock Certificate ownership with respect to the shares of CIBER Star Common Stock that such holder has the right held by it from time to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)hereunder. (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g2.5(k). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB ALPHANET Stock Certificates shall be effected, and risk of loss and title to SCB ALPHANET Stock Certificates shall pass, only upon delivery of such SCB ALPHANET Stock Certificates to the Exchange Agent), (ii) an election form (the "Election Form") providing for such holders to make the Stock Election or the Cash Election with respect to each ALPHANET Stock Certificate, and (iiiii) instructions for use in effecting the surrender of SCB ALPHANET Stock Certificates in exchange for certificates representing CIBER Common Stock or for cash. Any election other than a deemed Cash Election shall be validly made only if the Exchange Agent shall have received by noon on a date (the "Election Deadline") to be decided upon by CIBER (which date shall not be later than 20 days after the mailing of the letter of transmittal, Election Form and cashinstructions) an Election form properly completed and executed by such holder accompanied by such holders Certificates, or by an appropriate guarantee of delivery of such Certificates. Any holder of ALPHANET Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and executed, or revoke an election by written notice to the Exchange Agent, if the revised Election Form or the written notice, as the case may be, is received by the Exchange Agent prior to the Election Deadline. Upon surrender of an SCB ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, Election Form and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and or the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) or the Cash Consideration as contemplated by Section 2.5. If any SCB ALPHANET Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB ALPHANET Stock Certificate with respect to the shares of CIBER Common Stock Stock, if any, that such holder has the right to receive in the Merger until such holder surrenders such SCB ALPHANET Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB ALPHANET Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB ALPHANET Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB ALPHANET Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly 7.2.1 As of the Effective Date, all shares of Cyberworks Common that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist, and all such shares will be converted into the right to receive from Inland the number of shares of Inland Common and cash determined as set forth in Section 1.2, subject to Sections 1.4 and 1.5 hereof. 7.2.2 At and after the Effective TimeDate, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates each certificate representing the outstanding shares of CIBER Cyberworks Common Stock issuable pursuant to this Article IIwill represent the number of shares of Inland Common into which such shares of Cyberworks Common have been converted, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER Inland Common Stock and cash amounts so deposited will be deemed registered with the Exchange Agent, together with any dividends or distributions received by transfer agent of Inland in the Exchange Agent with respect to name of the holder of such shares, are referred to collectively as the "Exchange Fund." (b) certificate. As soon as reasonably practicable after the Effective TimeDate, the Exchange Agent shall mail Shareholder will surrender (a) the certificates for such shares (the "Cyberworks Certificates") to Inland for cancellation or (b) an affidavit of lost certificate in a form reasonably satisfactory to Inland. Promptly following the Effective Date and receipt of the Cyberworks Certificates, Inland will cause its transfer agent to issue to such surrendering holder certificate(s) for the number of shares of Inland Common to which such holder is entitled pursuant to Section 1.2, subject to Sections 1.4 and 1.5 hereof, and Inland will distribute any cash payable under Section 1.2. 7.2.3 All shares of Inland Common delivered upon the surrender of Cyberworks Certificates in accordance with the terms hereof will be delivered to the record holders registered holder. After the Effective Date, there will be no further registration of SCB Stock transfers of the shares of Cyberworks Common on the stock transfer books of Cyberworks. 7.2.4 Until Cyberworks Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates representing Cyberworks Common outstanding prior to the Exchange Agent)Merger are surrendered pursuant to Section 7.2.2 above, such certificates will be deemed, for all purposes, to evidence ownership of (a) the number of shares of Inland Common into which the shares of Cyberworks Common will have been converted, and (iib) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions that certain amount of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to cash into which the shares of CIBER Cyberworks Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise will have been paidconverted. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. At the Closing, (a) Promptly after the Effective Time, CIBER Stockholders' Committee shall depositdeliver to Purchaser certificates evidencing the Shares held by the Principal Stockholders duly endorsed in blank, or accompanied by valid stock powers duly executed in blank, and (b) Purchaser shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") deliver (i) certificates representing to the shares Stockholders' Committee for the benefit of CIBER Common Stock issuable pursuant the Equityholders, by wire transfer of immediately available funds to this Article IIsuch bank account as the Stockholders' Committee shall specify by written notice to Purchaser delivered before the Closing Date, the Net Closing Amount, and (ii) cash sufficient to pay the Cash Consideration Escrow Agent the Escrow Amount, which shall secure the payment of the Principal Stockholders' indemnification obligations hereunder and to make payments which shall be held in lieu of fractional shares escrow and disbursed in accordance with Section 2.5(g)the terms of the Escrow Agreement. The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with No interest will be paid or accrued on any dividends or distributions received by the Exchange Agent with respect sums payable to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cashShares. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together Until surrendered in accordance with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.72.10, each SCB Stock Certificate stock certificate representing a Share shall be deemed, from and after the Effective Time, to represent for all purposes only the right to receive the Merger Consideration as contemplated by merger consideration described in Section 2.5, without interest. If any SCB Stock Certificate Other than the payments to the Stockholders' Committee of the Net Closing Amount and to the Escrow Agent of the Escrow Amount pursuant to this Section 2.10, and the payment to the Stockholders' Committee of the IBNR Adjustment pursuant to Section 2.7, if applicable, Purchaser shall have been lost, stolen no liability or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate obligation whatsoever with respect to the shares of CIBER Common Stock that payment to Equityholders for such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion Equityholders' allocated share of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of Net Closing Amount, the date 180 days after Escrow Amount or the Effective Time shall become the general funds of CIBERIBNR Adjustment. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. Within five (a5) Promptly business days after the Effective Time, CIBER NewAlliance shall deposittake all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, or shall cause a form letter of transmittal for return to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of CIBER NewAlliance Common Stock issuable pursuant to this Article IIStock, cash in respect of the Cash Election Price, and (ii) cash sufficient to pay in respect of the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)Fractional Share Price. The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall be subject to the reasonable approval of CBI) shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the . Upon proper surrender of SCB Stock Certificates in a Certificate for exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBERduly executed, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing the that number of whole shares (if any) of CIBER NewAlliance Common Stock constituting the to which such former holder of CBI Common Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive shall have become entitled pursuant to the provisions of Section 2.53.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 3.1.3 hereof, and (2iii) a check representing the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7amount of cash (if any) payable in respect of the Fractional Share Price, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of which such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such former holder has the right to receive in respect of the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject surrendered pursuant to the effect provisions of applicable escheat Section 3.1.5, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or similar laws, to receive all such dividends and distributions, without interest). (daccrued on the cash payable in lieu of fractional shares. Certificates surrendered for exchange by any person who is an “affiliate” of CBI for purposes of Rule 145(c) Any portion under the Securities Act shall not be exchanged for certificates representing shares of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB NewAlliance Common Stock until NewAlliance has received the written agreement of such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidperson contemplated by Section 8.4 hereof. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER SFNC shall deposit, or shall cause to be deposited deposited, with CIBER's Corporate Secretary or a third party selected by CIBER Registrar and Transfer Company (“Transfer Agent”), for the "Exchange benefit of the holders of shares of CFB Common Stock, for exchange in accordance with this Article II, through the Transfer Agent") , (i) certificates representing evidencing a number of shares of SFNC Stock equal to the sum of the shares of CIBER Common Stock issuable pursuant SFNC required to this Article IIbe issued as Merger Consideration to the shareholders of CFB, and (ii) cash sufficient to pay in the Cash Consideration and to make payments in lieu amount of fractional shares in accordance with Section 2.5(g$20,000.00 (“Fractional Share Fund”). The shares of CIBER Common Stock and cash amounts so In the event the initial sum deposited with into the Exchange AgentFractional Share Fund is insufficient to satisfy all payments required to be paid from such fund, together with any dividends or distributions received by the Exchange Agent with respect then SFNC shall immediately deposit funds to remedy such shares, are referred to collectively as the "Exchange Funddeficiency." (b) As soon as reasonably practicable Promptly after the Effective Time, SFNC will instruct the Exchange Transfer Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of CFB Common Stock and each holder of record holders of SCB "book entry" shares of CFB Common Stock Certificates (such "book entry" shares have been issued to the holder of record without a certificate) (other than Dissenting Shares) (both certificated shares of CFB Common Stock and "book entry" shares of CFB Common Stock defined herein as “Certificates”), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SFNC may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common Stock and cashevidencing shares of SFNC Stock, cash or a combination thereof. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of CIBER Common SFNC Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of the shares of CFB Common Stock formerly evidenced by such Certificate in accordance with Section 2.02, (B) cash in lieu of fractional shares of SFNC Stock to which such holder is entitled pursuant to the provisions of Section 2.52.02, and (2C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.05(c) and the SCB Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of CFB Common Stock which is not registered in the transfer records of CFB, a certificate evidencing the proper number of shares of SFNC Stock may be issued and cash paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of CFB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.05, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock CertificateConsideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to CIBER Common SFNC Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common SFNC Stock that such holder has the right to receive in evidenced thereby, and no other part of the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder Consideration shall be entitledpaid to any such holder, subject until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, there shall be delivered and paid to receive all the holder of the certificates (i) certificates evidencing whole shares of SFNC Stock issued in exchange therefor, (ii) the cash portion of the Merger Consideration, if any, payable to such holder, including the amount of any cash payable with respect to a fractional share of SFNC Stock to which such holder is entitled pursuant to Section 2.05(b) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of SFNC Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions, without interest)with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of SFNC Stock. No interest shall be paid on the Merger Consideration. (d) Any portion All shares of SFNC Stock issued and cash paid in accordance with the Exchange Fund that remains undistributed terms hereof shall be deemed to holders have been issued or paid in full satisfaction of SCB Stock Certificates as all rights pertaining to such shares of the date 180 days after the Effective Time shall become the general funds of CIBERCFB Common Stock. (e) The Exchange Agent Any portion of the Fractional Share Fund which remains undistributed to the holders of CFB Common Stock on the date six months following the Effective Time shall be delivered to SFNC, upon demand, and any holders of CFB Common Stock who have not theretofore complied with this Article II shall thereafter look directly to SFNC for the Merger Consideration to which they are entitled. (f) SFNC shall not be liable to any holder of shares of CFB Common Stock for any Merger Consideration, whether shares of SFNC Stock, cash or dividends or distributions with respect to SFNC Stock, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) SFNC shall be entitled to deduct and withhold from any the consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB shares of CFB Common Stock such amounts as may be SFNC is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw. To the extent such that amounts are so deducted or withheldwithheld by SFNC, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB the shares of CFB Common Stock or to any other Person with in respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementwhich such deduction and withholding was made by SFNC.

Exchange of Certificates. (a) Promptly after At or prior to the Effective Time, CIBER BFC shall depositdeliver, or shall cause to be deposited with CIBER's Corporate Secretary delivered, to such bank, trust company or a third party selected other entity designated by CIBER BFC and which is reasonably satisfactory to BBX Capital (the "“Exchange Agent") (i) ”), for the benefit of the holders of certificates representing the shares of CIBER BBX Capital Common Stock (“BBX Capital Stock Certificates”), certificates representing the shares of BFC Class A Common Stock (“BFC Stock Certificates”) issuable pursuant to this Article II, and Section 3.1(b) above (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common such BFC Stock and cash amounts so deposited with the Exchange AgentCertificates, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto (without any interest thereon), are being hereinafter referred to collectively as the "“Exchange Fund”) in exchange for outstanding BBX Capital Stock Certificates to be exchanged pursuant to this Article III. The Exchange Fund shall not be used for any other purpose." (b) As soon as reasonably practicable Promptly, but in any event no later than three (3) Business Days after the Effective Time, BFC will instruct the Exchange Agent shall to mail to the each holder of record holders of SCB BBX Capital Common Stock who has not previously surrendered his, her or its BBX Capital Stock Certificates and is entitled to exchange his, her or its BBX Capital Stock Certificates for BFC Stock Certificates pursuant to this Article III (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably acceptable to BBX Capital (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB such holder’s BBX Capital Stock Certificates shall pass, only upon proper delivery of such SCB the BBX Capital Stock Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as to which BFC and BBX Capital may agree), ; and (ii) instructions reasonably acceptable to BBX Capital for use in effecting the surrender of SCB the BBX Capital Stock Certificates in exchange for certificates representing CIBER Common BFC Stock Certificates in accordance with this Article III (collectively, the “Letter of Transmittal”). (c) From and cash. Upon after the Effective Time and upon the surrender of an SCB a BBX Capital Stock Certificate for cancellation (or affidavits and indemnification regarding the loss or destruction of such certificates reasonably acceptable to BFC and the Exchange Agent) to the Exchange Agent for exchange, together with a the Letter of Transmittal, duly executed letter of transmittalexecuted, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant thereto, (1) the holder of such SCB BBX Capital Stock Certificate shall be entitled to receive in exchange therefor a certificate therefor, and the Exchange Agent shall deliver in accordance with the Letter of Transmittal, BFC Stock Certificates representing the that number of whole shares of CIBER BFC Class A Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive pursuant to in respect of the provisions shares of BBX Capital Common Stock formerly evidenced by such BBX Capital Stock Certificate in accordance with Section 2.53.1 (the “Merger Consideration”), and (2) the SCB BBX Capital Stock Certificate so surrendered shall forthwith be canceled. Until In the event of a transfer of ownership of shares of BBX Capital Common Stock which is not registered in the transfer records of BBX Capital, a certificate evidencing the proper number of shares of BFC Class A Common Stock may be issued in accordance with this Article III to a transferee if the BBX Capital Stock Certificate evidencing such shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably acceptable to BFC and the Exchange Agent that any applicable stock transfer taxes have been paid. In accordance with and subject to Section 3.1(b), until surrendered as contemplated by this Section 2.73.2, each SCB BBX Capital Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated and any dividends or other distributions declared or paid thereon after the Effective Time. (d) All shares of BFC Class A Common Stock issued upon the surrender for exchange of BBX Capital Stock Certificates in accordance with the terms of this Article III shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of BBX Capital Common Stock theretofore represented by Section 2.5such BBX Capital Stock Certificates. (e) Any portion of the Exchange Fund which remains undistributed to the holders of the BBX Capital Stock Certificates upon the date that is twelve months after the Effective Time shall be delivered by the Exchange Agent to BFC, and any holders of BBX Capital Stock Certificates who are entitled to BFC Stock Certificates in exchange for their BBX Capital Stock Certificates in accordance with this Article III and who have not theretofore complied with this Article III shall thereafter look only to BFC for the BFC Stock Certificates to which they are entitled. (f) None of BFC, BBX Capital, Merger Sub or the Exchange Agent shall be liable to any Person in respect of any shares of BFC Class A Common Stock delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any SCB BBX Capital Stock Certificate shall not have been surrendered prior to the date that is seven (7) years after the Effective Time (or immediately prior to such earlier date on which any shares of BFC Class A Common Stock would otherwise escheat to, or become the property of, any Governmental Entity), any such shares of BFC Class A Common Stock shall, to the extent permitted by applicable Law, become the property of BFC, free and clear of all claims or interest of any person previously entitled thereto. (g) If any BBX Capital Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as upon the making of a condition precedent customary affidavit of that fact by the Person claiming such BBX Capital Stock Certificate to the issuance of any certificate representing CIBER Common Stock, require the owner of such be lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver and, if requested by BFC or the Exchange Agent, the posting by such Person of a bond (in such sum reasonable amount as CIBER BFC or the Exchange Agent may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB BBX Capital Stock Certificate. (c) No dividends , the Exchange Agent will issue in exchange for such lost, stolen or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB destroyed BBX Capital Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable Consideration pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidArticle III. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective TimeGold Banc, CIBER on behalf of Acquisition Subsidiary, shall depositmake available to American Stock Transfer and Trust Company, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER Inc., which is hereby designated as exchange agent (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II), at and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, such number of shares of Gold Banc Common Stock as shall be issuable to the holders of Company Common Stock in accordance with Section 2.7 hereof. As soon as practicable after the Closing Date, Gold Banc, on behalf of the Exchange Agent Agents, shall mail to each holder of record of a certificate that immediately prior to the record holders Closing Date represented outstanding shares of SCB Company Common Stock Certificates (i) a form letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB certificates of Company Common Stock Certificates for exchange into certificates of Gold Banc Common Stock. The Gold Banc Common Stock into which the Company Common Stock is being converted in exchange for certificates representing CIBER accordance with Section 2.7(b) hereof shall be delivered to each stockholder of the Company as set forth in a letter of transmittal. (b) Notwithstanding any other provision herein, no fractional shares of Gold Banc Common Stock and cashno certificates or scrip therefor or other evidence of ownership thereof will be issued. Upon All fractional shares of Gold Banc Common Stock to which a holder of Company Common Stock would otherwise be entitled to under Section 2.7 hereof shall be aggregated. If a fractional share results from such aggregation, such stockholder shall be entitled, after the Effective Time and upon the surrender of an SCB Stock Certificate such stockholder's certificate or certificates representing shares of Company Common Stock, to receive from the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive an amount in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any such fractional share equal to the product of CIBER Common Stock) such fraction and the Cash Consideration that such holder has the right to receive pursuant Average Gold Banc Stock Price. Gold Banc,on behalf of Acquisition Subsidiary, shall make available to the provisions of Section 2.5Exchange Agent, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7required from time to time, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementnecessary for this purpose.

Exchange of Certificates. 6.2.1 As of the Effective Time, all shares of ESI Common Stock that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist, and all such shares (aother than dissenters' shares) Promptly will be converted into the right to receive from Macromedia the number of shares of Macromedia Common Stock determined as set forth in Section 1.1, subject to Section 1.2 and 1.3 hereof. 6.2.2 At and after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates each certificate representing the outstanding shares of CIBER ESI Common Stock issuable pursuant to this Article IIwill represent the number of shares of Macromedia Common Stock into which such shares of ESI Common Stock have been converted, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER Macromedia Common Stock and cash amounts so deposited with will be deemed registered in the Exchange Agent, together with any dividends or distributions received by name of the Exchange Agent with respect to holder of such shares, are referred to collectively as the "Exchange Fund." (b) certificate. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall Macromedia will prepare and mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary a form reasonably acceptable to ESI requesting each holder of shares of ESI Common Stock to surrender (a) the certificates for such shares (the "ESI CERTIFICATES") to Macromedia for cancellation or (b) an affidavit of lost certificate (or nonissued) and containing a bond in form reasonably satisfactory to Macromedia (a "BOND") and to execute and deliver representations as to such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, ESI Shareholders' valid and risk of loss and marketable title to SCB Stock Certificates shall pass, only upon delivery such holder's shares of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER ESI Common Stock (the "ESI SHAREHOLDER REPRESENTATIONS"). Promptly following the Effective Time and cash. Upon surrender receipt of an SCB Stock Certificate the ESI Certificates and/or the Bonds and the ESI Shareholder Representations, Macromedia will cause its transfer agent to the Exchange Agent issue to such surrendering holder certificate(s) for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Macromedia Common Stock constituting to which such holder is entitled pursuant to Section 1.1, subject to Section 1.2 hereof, less the shares of Macromedia Common Stock Consideration deposited into escrow pursuant to Section 1.3 hereof, and Macromedia will distribute any cash payable under Section 1.2. 6.2.3 All shares of Macromedia Common Stock (together with and, if applicable, cash in lieu of any fractional share shares) delivered upon the surrender of CIBER Common Stock) and ESI Certificates in accordance with the Cash Consideration that such holder has the right to receive pursuant terms hereof will be delivered to the provisions registered holder or placed in escrow with the Escrow Agent, as applicable. After the Effective Time, there will be no further registration of Section 2.5transfers of the shares of ESI Common Stock on the stock transfer books of ESI. If, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock ESI Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated presented for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), transfer or for any cash amountsother reason, they will be canceled and exchanged and certificates therefor will be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementplaced in escrow as provided in this Section 6.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER but in no event later than three (3) business days thereafter, Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article IISection 1, and (ii) cash sufficient to pay the Cash Consideration and to make payments (A) in respect of Cash Electing Shares in accordance with Section 1.5(a)(iv)(A), and (B) in lieu of fractional shares in accordance with Section 2.5(g1.5(c). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Common Stock and cashthe applicable Merger Consideration. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1A) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor (1) the Cash Election Price in respect of all Cash Electing Shares with respect to which a Cash/Stock Election has previously been properly made and not revoked by such holder, and/or (2) a certificate or evidence of shares in book entry form representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.51.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2B) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.9, each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the applicable Merger Consideration as contemplated by this Section 2.51. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the payment of the Cash Election Price and/or the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after As of the Effective Time, CIBER FLCI shall depositsupply, or shall cause to be deposited with CIBER's Corporate Secretary supplied, to or for the account of a third party selected bank or trust company to be designated by CIBER FLCI (the "Exchange Agent") ), in trust for the benefit of the holders of USOL Stock (i) other than the Cancelled Shares), for exchange in accordance with this Section 2.7, certificates representing evidencing the shares of CIBER Common FLCI Stock issuable pursuant to this Article II, Sections 2.6(a) and (ii2.6(b) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common exchange for outstanding USOL Stock and all cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect required to such shares, are referred be paid pursuant to collectively as the "Exchange FundSections 2.6(e) and 2.7(c)." (b) As soon as reasonably practicable after the Effective Time, FLCI shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the record holders "USOL Certificates") which immediately prior to the Effective Time evidenced outstanding shares of SCB Stock Certificates USOL Stock, other than Cancelled Shares, (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming transmittal, which letter shall specify, among other conditions, that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the USOL Certificates shall pass, only upon proper delivery of such SCB Stock the USOL Certificates to the Exchange Agent), and (ii) instructions for use in effecting to effect the surrender of SCB Stock the USOL Certificates in exchange for the certificates representing CIBER Common evidencing shares of FLCI Stock and (the "FLCI Certificates") and, in lieu of any fractional shares thereof, cash. Upon surrender of an SCB Stock a USOL Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by FLCI or the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock USOL Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) FLCI Certificates evidencing that whole number of whole shares of CIBER Common FLCI Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of the shares of USOL Stock formerly evidenced by such USOL Certificate in accordance with applicable provisions hereof; (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c); and (C) cash in lieu of a fractional share of FLCI Stock to which such holder is entitled pursuant to Section 2.6(e) (such FLCI Stock, rights, dividends, distributions and cash in lieu of fractional shares together with any amounts to be withheld pursuant to Section 2.7(f) being collectively referred to as the provisions of Section 2.5"Merger Consideration"), and (2) the SCB Stock USOL Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of USOL Stock which is not registered in the transfer records of USOL as of the Effective Time, FLCI Stock and cash may be issued and paid in accordance with this Article II to a transferee if the applicable certificate is presented to the Exchange Agent, accompanied by all documents required by law to evidence and effect such transfer pursuant to this Section 2.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7so surrendered, each SCB Stock outstanding USOL Certificate which represented shares of USOL Stock, shall be deemed, deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to represent only evidence the ownership of the number of full shares of FLCI Stock into which such shares of USOL Stock may be exchanged in accordance herewith and the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, an amount in its discretion and as a condition precedent to cash in lieu of the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (fractional shares in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER accordance with respect to such SCB Stock CertificateSection 2.6(e). (c) No dividends or other distributions declared or made with respect to CIBER Common FLCI Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock USOL Certificate with respect to the shares of CIBER Common FLCI Stock that such holder has the right is entitled to receive in the Merger until such holder surrenders shall surrender such SCB Stock Certificate in accordance with this Section 2.7 (at which time USOL Certificate. Subject to applicable law, following the surrender of any such holder USOL Certificate, there shall be entitled, subject paid to the effect record holder of applicable escheat or similar laws, to receive all such dividends and distributionsthe FLCI Certificates issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of FLCI Stock. (d) Any portion If any FLCI Certificate is to be issued in a name other than that in which the USOL Certificate surrendered in exchange therefor is registered, it shall be a condition of the Exchange Fund issuance thereof that remains undistributed the USOL Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall have paid to holders of SCB Stock Certificates as FLCI, or any agent designated by FLCI, any transfer or other taxes required by reason of the date 180 days after issuance of an FLCI Certificate in any name other than that of the Effective Time shall become registered holder of the general funds of CIBERUSOL Certificate surrendered. (e) The FLCI and USOL shall have no liability to any holder of USOL Stock for any Merger Consideration (or dividends or distributions with respect thereto) which are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) FLCI or the Exchange Agent shall be entitled to deduct and withhold from any consideration the Merger Consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common USOL Stock such amounts as FLCI or the Exchange Agent may be required to be deducted or withheld therefrom under the Code or deduct and withhold with respect to any provision of Federal, state, local or foreign tax law or under any other applicable Legal RequirementTax laws. To the extent such that amounts are so deducted withheld by FLCI or withheldthe Exchange Agent, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock the shares in respect of which such deduction and withholding was made by FLCI or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Exchange Agent.

Exchange of Certificates. (a) Promptly after 7.2.1 As of the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the all shares of CIBER CSI Common Stock issuable pursuant that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to this Article II, exist and (ii) cash sufficient will be converted into the right to pay receive from Asymetrix the Cash Consideration and to make payments in lieu number of fractional shares in accordance with Section 2.5(g). The shares of CIBER Asymetrix Common Stock and cash amounts so deposited with the Exchange Agentdetermined as set forth in Section 2.1, together with any dividends or distributions received by the Exchange Agent with respect subject to such shares, are referred to collectively as the "Exchange FundSection 2.2." (b) 7.2.2 As soon as reasonably practicable after the Effective Time, each holder of shares of CSI Common Stock will surrender the Exchange Agent shall mail to certificate(s) for such shares (the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent"Certificates"), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents endorsed as may be reasonably required requested by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective TimeAsymetrix, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5Asymetrix for ------------ cancellation. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date Promptly after the Effective Time shall and receipt of such Certificates, Asymetrix will issue to each tendering holder a certificate for the number of shares of Asymetrix Common Stock to which such holder is entitled pursuant to Section 2.1. 7.2.3 No dividends or distributions payable to holders of record of Asymetrix Common Stock after the Effective Time will be paid to the holder of any unsurrendered SCB Stock Certificate Certificate(s) until the holder of the Certificate(s) surrenders such Certificate(s), or if such certificates are lost, stolen or destroyed, provides an indemnity reasonably acceptable to Asymetrix. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to the shares of CIBER Asymetrix Common Stock that so withheld as of any date subsequent to the Effective Time and prior to such holder has date of delivery. 7.2.4 All Asymetrix Common Stock delivered upon the right to receive in the Merger until such holder surrenders such SCB surrender of CSI Common Stock Certificate in accordance with this Section 2.7 (at which time the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such holder shall CSI Common Stock. There will be entitledno further registration of transfers on the stock transfer books of CSI or the transfer agent of such CSI Common Stock . If, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBERTime, Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section. (e) The Exchange Agent 7.2.5 Until certificates representing CSI Common Stock outstanding prior to the Merger are surrendered pursuant to Section 7.2.2 above, such certificates will be deemed, for all purposes, to evidence ownership of the number of shares of Asymetrix Common Stock into which CSI Common Stock will have been converted pursuant to Sections 2.1 hereof. 7.2.6 Certificates which are not presented to Asymetrix within three years after the Closing shall be canceled and the holder thereof will no longer be entitled to deduct and withhold from receive any Asymetrix securities in consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidthereof. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. Within five (a5) Promptly business days after the Effective Time, CIBER NewAlliance shall deposittake all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, or shall cause a form letter of transmittal for return to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of CIBER NewAlliance Common Stock issuable pursuant to this Article IIStock, cash in respect of the Cash Election Price, and (ii) cash sufficient to pay in respect of the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)Fractional Share Price. The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall be subject to the reasonable approval of CBI) shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the . Upon proper surrender of SCB Stock Certificates in a Certificate for exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBERduly executed, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing the that number of whole shares (if any) of CIBER NewAlliance Common Stock constituting the to which such former holder of CBI Common Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive shall have become entitled pursuant to the provisions of Section 2.53.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 3.1.3 hereof, and (2iii) a check representing the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7amount of cash (if any) payable in respect of the Fractional Share Price, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of which such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such former holder has the right to receive in respect of the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject surrendered pursuant to the effect provisions of applicable escheat Section 3.1.5, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or similar laws, to receive all such dividends and distributions, without interest). (daccrued on the cash payable in lieu of fractional shares. Certificates surrendered for exchange by any person who is an "affiliate" of CBI for purposes of Rule 145(c) Any portion under the Securities Act shall not be exchanged for certificates representing shares of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB NewAlliance Common Stock until NewAlliance has received the written agreement of such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidperson contemplated by Section 8.4 hereof. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) The transfer agent for ReliaStar Common Stock shall serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, CIBER ReliaStar shall deposit, or shall cause to be deposited deposit in trust with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) Agent certificates representing the number of whole shares of CIBER ReliaStar Common Stock issuable pursuant to which the holders of Pilgrim Common Stock are entitled under this Article II, and (ii) together with cash sufficient to pay cover the aggregate Cash Consideration and to make payments in lieu be paid to holders of fractional shares in accordance with Section 2.5(g). The shares of CIBER Pilgrim Common Stock and to pay for fractional shares then known to ReliaStar (such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are and certificates being referred to collectively as the "Exchange Fund"). The Exchange Agent shall, under irrevocable instructions received from ReliaStar, deliver the number of shares of ReliaStar Common Stock and pay the amounts of cash provided for in this Article II out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the Exchange Agent shall be provided by ReliaStar and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by ReliaStar and Pilgrim before the Effective Time." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each record holder of Pilgrim Common Stock (except as provided in the record holders first parenthetical in Section 2.1(b)) who, as of SCB Stock Certificates (i) the Effective Time was a holder of a Certificate, a letter of transmittal (reasonably satisfactory in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery substance to Pilgrim and ReliaStar) and instructions for its use in effecting the surrender of SCB Stock Certificates the Certificate for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to SCB Stock Certificates the Certificate shall pass, only upon proper delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchangeand the letter of transmittal shall so reflect. Upon surrender to the Exchange Agent of a Certificate, together with a letter of transmittal duly executed letter of transmittaland properly completed, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock the Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole (1) shares of CIBER ReliaStar Common Stock constituting the and cash to which that holder of Pilgrim Common Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive is entitled pursuant to the provisions terms of Section 2.5, this Agreement (with the cash amount being rounded up or down to the nearest $.01) and (2) as to any fractional share, a check representing the SCB Stock cash amount to which the holder is entitled under Section 2.1, and the Certificate so surrendered shall be canceledmarked "Cancelled." No interest will be paid or accrued on any Cash Consideration or any cash in lieu of fractional shares payable upon surrender of the Certificate. (c) ReliaStar shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of ReliaStar Common Stock if the certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that ReliaStar shall not pay any transfer or other tax -------- ------- tax if the obligation to pay the tax under applicable law is solely that of the stockholder or if payment of any such tax by ReliaStar otherwise would cause the Merger to fail to qualify as a tax-free reorganization under the Code. Until If any portion of the consideration to be received under this Article II upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered as contemplated in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ReliaStar Common Stock or a check representing the Cash Consideration or any cash for a fractional share to such other person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. (d) From the Effective Time until surrender in accordance with this Section 2.72.2, each SCB Stock Certificate (other than Certificates representing shares held by ReliaStar, Northstar, or Pilgrim or any direct or indirect subsidiary of ReliaStar or Pilgrim, unless such shares are held in the ordinary course of the corporation's investment business) shall be deemed, from and after for all corporate purposes other than the Effective Timepayment of dividends or other distributions, to represent evidence only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB cash and ReliaStar Common Stock Certificate into which such shares of Pilgrim Common Stock shall have been so converted or, in the case of Dissenting Shares, to evidence only such rights as are granted by the Delaware Law. No dividends that are otherwise payable on ReliaStar Common Stock will be paid to persons entitled to receive ReliaStar Common Stock until such persons surrender their Certificates. After surrender, there shall be paid to the person in whose name the ReliaStar Common Stock shall be issued any dividends on ReliaStar Common Stock that shall have a record date and payment date on or after the Effective Time and before surrender. If the payment date for any such dividend is after the date of surrender, payment shall be made on the payment date. Persons entitled to receive such dividends are not entitled to receive interest on those dividends. All payments in respect of shares of Pilgrim Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to those securities. (e) In case of any lost, stolen stolen, or destroyeddestroyed Certificate, CIBER maythe holder thereof may be required, in its discretion and as a condition precedent to the issuance delivery to the holder of any certificate representing CIBER Common Stockthe consideration described in Section 2.1, require and in accordance with Section 167 of the owner of such lostDelaware Law, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver to ReliaStar a bond (in such reasonable sum as CIBER ReliaStar may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent Agent, ReliaStar, or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate Surviving Corporation with respect to the Certificate alleged to have been lost, stolen, or destroyed. (f) After the Effective Time, there shall be no transfers on the books of the Surviving Corporation of the shares of CIBER Pilgrim Common Stock that such holder has were outstanding immediately before the right Effective Time. If, after the Effective Time, Certificates are presented to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder Surviving Corporation for transfer, they shall be entitledcanceled and exchanged for the consideration described in Section 2. 1. After the Effective Time, subject to the effect shares of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Pilgrim Common Stock shall be delisted from the NYSE. (dg) Any portion of the Exchange Fund that remains undistributed to holders unclaimed by the stockholders of SCB Stock Certificates as of the date 180 days Pilgrim for one year after the Effective Time shall be returned to ReliaStar, upon demand, and any holder of Pilgrim Common Stock who has not theretofore complied with this Section 2.2 shall thereafter look only to ReliaStar for issuance of the Merger Consideration to which the holder has become entitled under Section 2.1; provided, however, that -------- ------- neither the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from nor any consideration payable or otherwise deliverable pursuant party to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former a holder of SCB shares of Pilgrim Common Stock or for any amount required to be paid to a public official under any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto)applicable abandoned-property, escheat, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property similar law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER each holder of record of outstanding shares of Capital Common Stock (other than Excluded Shares) immediately prior to the Effective Time (each such, a "Holder"; collectively, the "Holders") shall deposit, or shall cause to be deposited with CIBERreceive from AFC's Corporate Secretary or a third party selected by CIBER transfer agent (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II), and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each Holder the record holders of SCB Stock Certificates following: (iA) a letter of transmittal for use by such Holder in customary form and containing surrendering to the Exchange Agent the certificate or certificates ("Certificates") formerly representing the shares of Capital Common Stock held by such provisions as CIBER may reasonably Holder (which letter shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, effected and risk of loss and title to SCB Stock the Certificates shall pass, pass only upon delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as GFN and Capital may reasonably specify) and (iiB) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER shares of AFC Common Stock and cashStock. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittaltransmittal duly executed, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder Holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of CIBER AFC Common Stock constituting into which such Holder's shares of Capital Common Stock have been converted in the Merger, and, if applicable, a check representing the cash consideration which such Holder is entitled to receive in lieu of any fractional share of AFC Common Stock Consideration that the Holder otherwise would have received, pursuant to the provisions of subsection 1.7(d), below, and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Capital Common Stock that is not registered in the transfer records of Capital on the Closing Date, a certificate representing the proper number of shares of AFC Common Stock may be issued to the transferee if the Certificate representing such shares of Capital Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this subsection 1.7(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender thereof (together with x) one or more certificates representing the whole shares of AFC Common Stock into which the shares of Capital Common Stock formerly represented by such Certificates have been converted at the Effective Time, and cash in lieu of any fractional share of CIBER AFC Common StockStock otherwise distributable to such Holder, as contemplated by this subsection 1.7(a), and (y) and the Cash Consideration that such holder has the right to receive pursuant in subsequent periods a proportionate share of the Adjustment Amount payable by AFC to such Holder under Section 1.6(c), above, and a proportionate amount of any distributions of Post-Closing Consideration payable to such Holder or his or her successor or successors under the Post-Closing Payment Agreement. (b) No dividends or other distributions declared or made after the Closing Date with respect to AFC Common Stock with a record date after the Closing Date shall be paid to the provisions Holder of Section 2.5, and (2) any unsurrendered Certificate with respect to the SCB shares of AFC Common Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB into which the shares of Capital Common Stock Certificate shall be deemed, from and after represented thereby have been converted at the Effective Time, and no cash payment in lieu of fractional shares of AFC Common Stock shall be paid to represent only any such Holder pursuant to this Section 1.7, until the right Holder of such Certificate shall surrender such Certificate. Subject to receive the Merger Consideration as contemplated by effect of applicable laws, following surrender of any such Certificate there shall be paid to the Holder surrendering such Certificate without interest (A) the amount of any such cash payable in lieu of a fractional share of AFC Common Stock not paid to such Holder pursuant to this Section 2.5. If 1.7 and the amount of such dividends or other distributions not theretofore paid to such Holder and (B) any SCB other payments payable to such Holder but not previously paid due solely to such Holder's not having previously surrendered such Certificate. (c) In the event that any Certificate for shares of Capital Common Stock Certificate shall have been lost, stolen or destroyed, CIBER the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the Holder thereof, such shares of AFC Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that AFC or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stockdiscretion, require the owner delivery of such lost, stolen a suitable bond or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)indemnity. (d) Any portion No fractions of a share of AFC Common Stock shall be issued in the Merger, but in lieu thereof each Holder otherwise entitled to receive a fraction of a share of AFC Common Stock by virtue of application of the Exchange Fund Conversion Ratio to such Holder's number of shares of Capital Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the AFC Stock Value by the fractional share interest to such Holder would otherwise be entitled to receive. The parties acknowledge that remains undistributed to holders payment of SCB cash consideration in lieu of issuing fractional shares of AFC Common Stock Certificates as was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the date 180 days after corporate and accounting complexities that would otherwise be caused by the Effective Time shall become the general funds issuance of CIBERfractional shares. (e) The Notwithstanding anything herein to the contrary, GFN, AFC or the Exchange Agent shall be entitled to deduct and may withhold from any such cash or other consideration payable or otherwise deliverable pursuant to this Agreement distributable to any holder Holder or former holder Holders on or after the Closing Date, including Closing Consideration and Post-Closing Consideration, as they may reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of SCB Common Stock any such amounts as may be required to be deducted cash or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent consideration for such amounts are so deducted or withheld, such amounts purpose shall be treated for all purposes under this Agreement as having been paid the payment thereof to the Person to person from whom such amount was withheld for purposes of determining whether such person received amounts would otherwise have been paidto which such person is entitled hereunder. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as payment and exchange agent in the Merger (the “Exchange Agent”). As promptly as practicable after the Effective Time, CIBER Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") : (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article II, Section 1.5(a)(iii); and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g1.5(c). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the Persons who were record holders of SCB Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for cash and certificates representing CIBER Parent Common Stock and cashStock. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBER, Parent: (1A) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor therefor, a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, 1.5(a)(iii)(and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c)); and (2B) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.71.7(b), each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive cash and shares of Parent Common Stock pursuant to the Merger Consideration as contemplated by provisions of Section 2.51.5(a)(iii) and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c). If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the payment of any cash or the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for shares of Parent Common Stock pursuant to the general funds provisions of CIBERSection 1.5(a)(iii), cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c) and any dividends or distributions with respect to shares of Parent Common Stock. (e) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Promptly after Media Metrix shall, promptly following the Effective Time, CIBER shall deposit, or shall cause deposit with an exchange agent designated by Media Metrix and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER Jupiter (the "Exchange Agent") (i) ), for the benefit of the holders of Jupiter Shares, for exchange in accordance with this Section 2.3, certificates representing the shares of CIBER Media Metrix Common Stock issuable pursuant to this Article IISection 2.1(c) in exchange for outstanding Jupiter Shares and shall from time to time, and as needed, deposit cash in an amount required to be paid pursuant to Section 2.2 (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER Media Metrix Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are being hereinafter referred to collectively as the "Exchange Fund")." (b) As soon as reasonably practicable after the Effective Time, Media Metrix will instruct the Exchange Agent shall to mail to the each holder of record holders of SCB Jupiter Stock Certificates whose shares were converted into the right to receive shares of Media Metrix Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB the Jupiter Stock Certificates shall pass, only upon proper delivery of such SCB Jupiter Stock Certificates to the Exchange Agent)Agent and shall be in such form and have such other provisions as Media Metrix and Jupiter may reasonably specify, including offering holders of Jupiter Stock Certificates the ability to hold their shares of Media Metrix Common Stock in book entry form in lieu of the certificates provided for below) and (ii) instructions for use in effecting the surrender of SCB Jupiter Stock Certificates in exchange for certificates representing CIBER evidencing shares of Media Metrix Common Stock and cashStock. Upon surrender of an SCB Stock Certificate to the Exchange Agent of a Jupiter Stock Certificate for exchangecancellation, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Jupiter Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of CIBER Media Metrix Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of Jupiter Shares formerly evidenced by such Jupiter Stock Certificate in accordance with Section 2.1(c) in such denominations and registered in such names as such holder may request and (B) cash in lieu of fractional shares of Media Metrix Common Stock, if any, and unpaid dividends and distributions, if any, which such holder is entitled pursuant to the provisions of Section 2.52.3(c), and (2) the SCB Jupiter Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Jupiter Shares which is not registered in the transfer records of Jupiter, a certificate evidencing the proper number of shares of Media Metrix Common Stock and/or cash may be issued and/or paid in accordance with this Article II to a transferee if the Jupiter Stock Certificate evidencing such Jupiter Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.3, each SCB Jupiter Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, payable in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificatethereof. (c) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to CIBER any shares of Media Metrix Common Stock with and having a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Jupiter Stock Certificate with respect to unless the shares of CIBER Common Stock that holder shall first have surrendered such holder has the right to receive in the Merger until such holder surrenders such SCB Jupiter Stock Certificate as provided in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)2.3. (d) All shares of Media Metrix Common Stock issued and cash paid upon the surrender for exchange of Jupiter Stock Certificates in accordance with the terms of this Article II shall be deemed to have been issued and paid, respectively, in full satisfaction of all rights pertaining to the Jupiter Shares theretofore represented by such Jupiter Stock Certificates. (e) Any portion of the Exchange Fund that which remains undistributed to the holders of SCB Stock Certificates as of the date 180 days Jupiter Shares for six months after the Effective Time shall become be delivered to Media Metrix, upon demand, and any holders of Jupiter Shares who have not theretofore complied with this Article II shall thereafter look only to Media Metrix for payment of their claim for the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration Merger Consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidin respect thereof. (f) Neither CIBER nor None of Media Metrix, Jupiter, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any holder or former holder person in respect of SCB Common Stock or to any other Person with respect to any shares of CIBER Media Metrix Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund in each case delivered to any a public official pursuant to any applicable abandoned property, escheat or similar law. If any Jupiter Stock Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of the Jupiter Shares evidenced by such Jupiter Stock Certificates, or any dividends or distributions with respect to such Merger Consideration, would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3)), any such Merger Consideration (and any such dividends or distributions) shall, to the extent permitted by applicable law, escheat law become the property of the Surviving Corporation free and clear of all claims or similar Legal Requirementinterest of any person previously entitled thereto. (g) Media Metrix and Merger Sub shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Jupiter Shares such amounts as Media Metrix or Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law (as such terms are defined in Sections 3.14 and 3.6, respectively). To the extent that amounts are so withheld by Media Metrix or Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Jupiter Shares in respect of which such deduction and withholding was made by Media Metrix or Merger Sub. (h) If any Jupiter Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Jupiter Stock Certificate to be lost, stolen or destroyed and, if required by Media Metrix, the posting by such person of a bond in such reasonable amount as Media Metrix may direct as indemnity against any claim that may be made against it with respect to such Jupiter Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Jupiter Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Article II.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, At or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail JetFax will send to the record holders of SCB DocuMagix Stock Certificates (i) Certificates, if conversion of the stock represented by such certificate is provided for in Section 1.5, a letter of transmittal in customary form and containing such provisions as CIBER JetFax may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent)specify, and (ii) instructions for use in effecting the surrender of SCB DocuMagix Stock Certificates in exchange for certificates representing CIBER JetFax Common Stock and cashStock. Upon surrender of an SCB a DocuMagix Stock Certificate to the Exchange Agent JetFax for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERJetFax, (1) the holder of such SCB DocuMagix Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER JetFax Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive receive, if any, pursuant to the provisions of Section 2.51.5, and (2) the SCB each DocuMagix Stock Certificate so surrendered shall be canceledcancelled. Until surrendered as contemplated by this Section 2.71.10, each SCB DocuMagix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of JetFax Common Stock (or cash in lieu of any fractional share of JetFax Common Stock), if any, as contemplated by Section 2.51.5 or Section 1.10(c). If any SCB DocuMagix Stock Certificate shall have been lost, stolen or destroyed, CIBER JetFax may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER JetFax Common Stock, require the owner of such lost, stolen or destroyed SCB DocuMagix Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER JetFax may reasonably direct) as indemnity against any claim that may be made against JetFax or the Exchange Agent or CIBER Surviving Corporation with respect to such SCB DocuMagix Stock Certificate. (cb) No dividends or other distributions declared or made with respect to CIBER JetFax Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB DocuMagix Stock Certificate with respect to the shares of CIBER JetFax Common Stock that represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder has the right to receive in the Merger holder, until such holder surrenders such SCB DocuMagix Stock Certificate in accordance with this Section 2.7 1.10 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, entitled to receive all such dividends and distributionsdistributions and such cash payment). (c) No fractional shares of JetFax Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of DocuMagix who would otherwise be entitled to receive a fraction of a share of JetFax Common Stock (after aggregating all fractional shares of JetFax Common Stock issuable to such holder) shall, upon surrender of such holder's DocuMagix Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest), determined by multiplying such fraction by the Designated JetFax Stock Price. (d) Any portion The shares of JetFax Common Stock to be issued in the Exchange Fund that remains undistributed Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBERfollowing legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE." (e) The Exchange Agent JetFax and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock capital stock of DocuMagix pursuant to this Agreement such amounts as JetFax or the Surviving Corporation may be required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER JetFax nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to capital stock of DocuMagix for any shares of CIBER JetFax Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal Requirementlaw.

Exchange of Certificates. (a) Promptly On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the "EXCHANGE AGENT"). As soon as practicable after the Effective Time, CIBER Parent shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") Agent (i) certificates representing the shares of CIBER Parent Common Stock issuable pursuant to this Article II, Section 2 and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g2.5(d). The shares of CIBER Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange FundEXCHANGE FUND"." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Parent may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Parent Common Stock and cash(plus cash in lieu of fractional shares, if any, of Parent Common Stock). Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERParent, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Parent Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.52.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.72.7(b), each SCB Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share A-6 of Parent Common Stock) as contemplated by this Section 2.52. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Parent Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Parent or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Company Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to Parent upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) The Each of the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER Parent nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person with respect to any shares of CIBER Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER EAI shall deposit, deposit or shall cause to be deposited in trust with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) Agent certificates representing the number of whole shares of CIBER EAI Common Stock issuable to which the holders of Sunrise Common Stock and Sunrise Series C Stock are entitled pursuant to this Article II, and (ii) together with cash sufficient to pay cover the lesser of the Cash Amount and the aggregate Per Share Cash Consideration and to make payments in lieu of pay for fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and then known to EAI (such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are and certificates being hereinafter referred to collectively as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from EAI, deliver the number of shares of EAI Common Stock and pay the amounts of cash provided for in this Article II out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the Exchange Agent shall be provided by EAI and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by EAI, Sub, and Sunrise prior to the Effective Time." (b) As soon as reasonably practicable after the Effective Timecompletion of the allocation procedure set forth in Section 2.03 hereof, each holder of a Certificate who surrenders or has surrendered such Certificate (or customary affidavits and indemnification regarding the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery or destruction of such SCB Stock Certificates to the Exchange AgentCertificate), together with duly executed transmittal materials included in or required by the Election and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate Transmittal Notice, to the Exchange Agent for exchangeshall, together with a duly executed letter of transmittalupon acceptance thereof, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER EAI Common Stock constituting and/or the cash into which the Sunrise Common Stock Consideration (together with and Sunrise Series C Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional share shares of CIBER Sunrise Common Stock) and Stock or Sunrise Series C Stock to which such holder would otherwise be entitled. EAI shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of EAI Common Stock provided that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that EAI shall not pay any transfer or other tax if the obligation to pay such tax under applicable law is solely that of the stockholder or if payment of any such tax by EAI otherwise would cause the Merger to fail to qualify as a tax-free reorganization under the Code. If any portion of the consideration to be received pursuant to this Article II upon exchange of a Certificate (whether the consideration to be received is a certificate representing shares of EAI Common Stock or a check representing cash for Per Share Cash Consideration or a fractional share) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of EAI Common Stock or a check representing cash for a fractional share to such other person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. Until surrendered as contemplated by From the Effective Time until surrender in accordance with this Section 2.72.04, each SCB Stock Certificate (other than Certificates representing treasury shares of Sunrise) shall be deemed, from and after for all corporate purposes other than the Effective Timepayment of dividends or other distributions, to represent evidence only the right to receive cash and/or EAI Common Stock, as the Merger Consideration as contemplated by Section 2.5. If any SCB case may be, into which such shares of Sunrise Common Stock Certificate shall have been so converted. No dividends that are otherwise payable on EAI Common Stock will be paid to persons entitled to receive EAI Common Stock until such persons surrender their Certificates. After such surrender, there shall be paid to the person in whose name the EAI Common Stock shall be issued any dividends on such EAI Common Stock that shall have a record date on or after the Effective Time and prior to such surrender. If the payment date for any such dividend is after the date of such surrender, such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends be entitled to receive interest on such dividends. All payments in respect of shares of Sunrise Common Stock or Sunrise Series C Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securities. (c) In case of any lost, stolen mislaid, stolen, or destroyeddestroyed Certificate, CIBER maythe holder thereof may be required, in its discretion and as a condition precedent to the issuance delivery to such holder of any certificate representing CIBER Common Stockthe consideration described in Section 2.02 hereof and in accordance with Section 167 of the Delaware Law, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver to EAI a bond (in such reasonable sum as CIBER EAI may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent Agent, EAI, or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate Surviving Corporation with respect to the shares of CIBER Common Stock that such holder has the right Certificate alleged to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitledhave been lost, subject to the effect of applicable escheat mislaid, stolen, or similar laws, to receive all such dividends and distributions, without interest)destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of Surviving Corporation of the shares of Sunrise Common Stock or Sunrise Series C Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Surviving Corporation for transfer, they shall be canceled and exchanged for the consideration described in Section 2.02 hereof. After the Effective Time, the shares of Sunrise Common Stock and Sunrise Series C Stock shall be delisted from the Nasdaq Small Cap Market. (e) Any portion of the Exchange Fund that remains undistributed to holders unclaimed by the stockholders of SCB Stock Certificates as of the date 180 days Sunrise for six months after the Effective Time shall be returned to EAI, upon demand, and any holder of Sunrise Common Stock or Sunrise Series C Stock who has not theretofore complied with Section 2.04(b) hereof shall thereafter look only to EAI for issuance of the number of shares of EAI Common Stock and other consideration to which such holder has become entitled pursuant to Section 2.02 hereof; provided, however, that neither the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from nor any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation party hereto shall be liable to any holder or former a holder of SCB shares of Sunrise Common Stock or to any other Person with respect to any shares of CIBER Common Sunrise Series C Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered amount required to any be paid to a public official pursuant to any applicable abandoned property lawproperty, escheat law escheat, or similar Legal Requirementlaw.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail Metricom will deliver to the record holders of SCB Overall Wireless Common Stock Certificates (i1) a letter of transmittal in customary form and containing such provisions as CIBER Metricom may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii2) instructions for use in effecting the surrender of SCB Overall Wireless Common Stock Certificates in exchange for certificates representing CIBER Metricom Common Stock and cashStock. Upon surrender of an SCB a Overall Wireless Common Stock Certificate to the Exchange Agent Metricom for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERMetricom, (1) the holder of such SCB Overall Wireless Common Stock Certificate shall will be entitled to receive in exchange therefor cash and a certificate representing the number of whole shares of CIBER Metricom Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of this Section 2.52, and (2) the SCB Overall Wireless Common Stock Certificate so surrendered shall will be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Overall Wireless Common Stock Certificate shall will be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration upon such surrender cash and a certificate representing shares of Metricom Common Stock (and cash in lieu of any fractional share of Metricom Common Stock) as contemplated by this Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate2. (cb) No dividends or other distributions declared or made with respect to CIBER Metricom Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered SCB Overall Wireless Common Stock Certificate with respect to the shares of CIBER Metricom Common Stock that represented thereby, and no cash payment in lieu of any fractional share will be paid to any such holder has the right to receive in the Merger holder, until such holder surrenders such SCB Overall Wireless Common Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect will _____________________ * Confidential treatment has been requested for portions of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable this document marked with an asterisk pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom Rule 24b-2 under the Code or any provision Securities Exchange Act of state1934, local or foreign tax law or under any other applicable Legal Requirementas amended. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise These portions have been paidfiled separately with the Commission. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after As of the Effective TimeDate, CIBER HCCH shall depositdeposit with KeyCorp Shareholder Services, Inc., or shall cause such company as may be designated by HCCH and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER AVEMCO (the "Exchange Agent") (i) ), for the benefit of the holders of shares of AVEMCO Common Stock, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of CIBER HCCH Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER HCCH Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are being hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 2.3 in exchange for outstanding shares of AVEMCO Common Stock. Except as contemplated by Section 2.3, the Exchange Fund shall not be used for any other purpose. HCCH agrees to make available to the Exchange Agent, from time-to-time as needed, cash sufficient to pay cash in lieu of fractional shares." (b) As soon as reasonably practicable after the Effective Time, HCCH shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time represented outstanding shares of SCB AVEMCO Common Stock Certificates (the "Certificates") whose shares were converted into the right to receive shares of HCCH Common Stock pursuant to Section 2.3, (i) a letter of 5 11 transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), and which shall be in such form and have such other provisions as HCCH may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER shares of HCCH Common Stock and cashStock. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock Certificate shall be entitled to promptly receive in exchange therefor a certificate representing the that number of whole shares of CIBER HCCH Common Stock constituting (rounded down to the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stocknearest whole share) and the Cash Consideration that which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of AVEMCO Common Stock then held by such holder under all such Certificates so surrendered and/or cash in lieu of fractional shares of HCCH Common Stock to which such holder is entitled pursuant to Section 2.52.3, and (2) the SCB Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of AVEMCO Common Stock which is not registered in the transfer records of AVEMCO, a certificate representing the proper number of shares of HCCH Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such transfer shall pay any transfer or other taxes required by reason of the issuance of shares of HCCH Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of HCCH that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.72.4(b), each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration certificate representing shares of HCCH Common Stock and cash in lieu of any fractional shares of HCCH Common Stock as contemplated by this Section 2.52.4. If No interest will be paid or will accrue on any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent cash payable pursuant to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificatethis Article II. (c) No dividends or other distributions declared or made with respect to CIBER HCCH Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER HCCH Common Stock that represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder has pursuant to Section 2.4(e) until the right to receive in the Merger until holder of record of such holder surrenders Certificate shall surrender such SCB Stock Certificate in accordance with this Section 2.7 (at which time Certificate. Following surrender of any such holder Certificate, there shall be entitled, subject paid to the effect record holder of applicable escheat or similar laws, to receive all such dividends and distributionsthe certificate representing whole shares of HCCH Common Stock issued in exchange therefor, without interest), (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HCCH Common Stock to which such holder is entitled pursuant to Section 2.4(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of HCCH Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of HCCH Common Stock. (d) All shares of HCCH Common Stock issued upon the surrender for exchange of shares of AVEMCO Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4(c) or 2.4(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of AVEMCO Common Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of AVEMCO Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II. (i) No certificates or scrip representing fractional shares of HCCH Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of HCCH. (ii) In lieu of the issuance of fractional shares of HCCH Common Stock, each holder of record of issued and outstanding shares of AVEMCO Common Stock, as of the Effective Time shall be entitled to receive a cash payment (without interest) (each a "Fractional Payment" and, collectively, the "Fractional Payments") equal to the fair market value of the fractional share of HCCH Common Stock to which such holder would be entitled but for this provision. For purposes of calculating such cash payment, the fair market 6 12 value of a fraction of a share of HCCH Common Stock shall be such fraction multiplied by the Average Market Price. (f) Any portion of the Exchange Fund that which remains undistributed to the holders of SCB Stock the Certificates as of the date 180 days for six (6) months after the Effective Time shall become be delivered to HCCH, upon demand, and any holders of the general funds Certificates who have not theretofore complied with this Article II shall thereafter look only to HCCH for payment of CIBERtheir claim for HCCH Common Stock, any cash in lieu of fractional shares of HCCH Common Stock, and any dividends or distributions with respect to HCCH Common Stock. (eg) The None of HCCH, Merger Sub, AVEMCO or the Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder person in respect of SCB Common Stock or to any other Person with respect to any shares of CIBER HCCH Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, that the Exchange Agent delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal Requirementlaw. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or HCCH, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or HCCH may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of HCCH Common Stock and any cash in lieu of fractional shares, and unpaid dividends and distributions on shares of HCCH Common Stock deliverable in respect thereof, pursuant to this Agreement.

Exchange of Certificates. (a) Promptly after Media Metrix shall, promptly following the Effective Time, CIBER shall deposit, or shall cause deposit with an exchange agent designated by Media Metrix and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER Jupiter (the "Exchange Agent") (i) ), for the benefit of the holders of Jupiter Shares, for exchange in accordance with this Section 2.3, certificates representing the shares of CIBER Media Metrix Common Stock issuable pursuant to this Article IISection 2.1(c) in exchange for outstanding Jupiter Shares and shall from time to time, and as needed, deposit cash in an amount required to be paid pursuant to Section 2.2 (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER Media Metrix Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are being hereinafter referred to collectively as the "Exchange Fund")." (b) As soon as reasonably practicable after the Effective Time, Media Metrix will instruct the Exchange Agent shall to mail to the each holder of record holders of SCB Jupiter Stock Certificates whose shares were converted into the right to receive shares of Media Metrix Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB the Jupiter Stock Certificates shall pass, only upon proper delivery of such SCB Jupiter Stock Certificates to the Exchange Agent)Agent and shall be in such form and have such other provisions as Media Metrix and Jupiter may reasonably specify, including offering holders of Jupiter Stock Certificates the ability to hold their shares of Media Metrix Common Stock in book entry form in lieu of the certificates provided for below) and (ii) instructions for use in effecting the surrender of SCB Jupiter Stock Certificates in exchange for certificates representing CIBER evidencing shares of Media Metrix Common Stock and cashStock. Upon surrender of an SCB Stock Certificate to the Exchange Agent of a Jupiter Stock Certificate for exchangecancellation, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Jupiter Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of CIBER Media Metrix Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of Jupiter Shares formerly evidenced by such Jupiter Stock Certificate in accordance with Section 2.1(c) in such denominations and registered in such names as such holder may request and (B) cash in lieu of fractional shares of Media Metrix Common Stock, if any, and unpaid dividends and distributions, if any, which such holder is entitled pursuant to the provisions of Section 2.52.3(c), and (2) the SCB Jupiter Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Jupiter Shares which is not registered in the transfer records of Jupiter, a certificate evidencing the proper number of shares of Media Metrix Common Stock and/or cash may be issued and/or paid in accordance with this Article II to a transferee if the Jupiter Stock Certificate evidencing such Jupiter Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.3, each SCB Jupiter Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, payable in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificatethereof. (c) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to CIBER any shares of Media Metrix Common Stock with and having a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Jupiter Stock Certificate with respect to unless the shares of CIBER Common Stock that holder shall first have surrendered such holder has the right to receive in the Merger until such holder surrenders such SCB Jupiter Stock Certificate as provided in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)2.3. (d) Any portion All shares of Media Metrix Common Stock issued and cash paid upon the Exchange Fund that remains undistributed to holders surrender for exchange of SCB Jupiter Stock Certificates as in accordance with the terms of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent this Article II shall be entitled deemed to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.issued

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER SFNC shall deposit, or shall cause to be deposited deposited, with CIBER's Corporate Secretary or a third party selected by CIBER Registrar and Transfer Company (the "Exchange Transfer Agent") ), for the benefit of the holders of shares of LBI Stock, for exchange in accordance with this Article II, through the Transfer Agent, (i) certificates representing evidencing a number of shares of SFNC Stock equal to the sum of the shares of CIBER Common Stock issuable pursuant SFNC required to this Article IIbe issued as Merger Consideration to the shareholders of LBI, and (ii) cash sufficient to pay in the Cash Consideration and to make payments in lieu amount of fractional shares in accordance with Section 2.5(g$20,000.00 ("Fractional Share Fund"). The shares of CIBER Common Stock and cash amounts so In the event the initial sum deposited with into the Exchange AgentFractional Share Fund is insufficient to satisfy all payments required to be paid from such fund, together with any dividends or distributions received by the Exchange Agent with respect then SFNC shall immediately deposit funds to remedy such shares, are referred to collectively as the "Exchange Funddeficiency." (b) As soon as reasonably practicable Promptly after the Effective Time, SFNC will instruct the Exchange Transfer Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time evidenced outstanding shares of SCB LBI Stock Certificates (other than Dissenting Shares) ("Certificates"), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SFNC may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common evidencing shares of SFNC Stock and cashany cash payable hereunder. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of CIBER Common SFNC Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of the shares of LBI Stock formerly evidenced by such Certificate in accordance with Section 2.02, (B) cash in lieu of fractional shares of SFNC Stock to which such holder is entitled pursuant to the provisions of Section 2.52.02, (C) any cash payable pursuant to Section 2.03(c), and (2D) any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(c) and the SCB Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of LBI Stock which is not registered in the transfer records of LBI, a certificate evidencing the proper number of shares of SFNC Stock may be issued and cash paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of LBI Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.04, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock CertificateConsideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to CIBER Common SFNC Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common SFNC Stock that such holder has the right to receive in evidenced thereby, and no other part of the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder Consideration shall be entitledpaid to any such holder, subject until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, there shall be delivered and paid to receive all the holder of the certificates (i) certificates evidencing whole shares of SFNC Stock issued in exchange therefor, (ii) the cash portion of the Merger Consideration, if any, payable to such holder, including the amount of any cash payable with respect to a fractional share of SFNC Stock to which such holder is entitled pursuant to Section 2.04(b), any cash payable pursuant to Section 2.03(c) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of SFNC Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions, without interest)with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of SFNC Stock. No interest shall be paid on the Merger Consideration. (d) Any portion All shares of SFNC Stock issued and cash paid in accordance with the Exchange Fund that remains undistributed terms hereof shall be deemed to holders have been issued or paid in full satisfaction of SCB Stock Certificates as all rights pertaining to such shares of the date 180 days after the Effective Time shall become the general funds of CIBERLBI Stock. (e) The Exchange Agent Any portion of the Fractional Share Fund which remains undistributed to the holders of LBI Stock on the date six months following the Effective Time shall be delivered to SFNC, upon demand, and any holders of LBI Stock who have not theretofore complied with this Article II shall thereafter look directly to SFNC for the Merger Consideration to which they are entitled. (f) SFNC shall not be liable to any holder of shares of LBI Stock for any Merger Consideration, whether shares of SFNC Stock, cash or dividends or distributions with respect to SFNC Stock, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) SFNC shall be entitled to deduct and withhold from any the consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common shares of LBI Stock such amounts as may be SFNC is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw. To the extent such that amounts are so deducted or withheldwithheld by SFNC, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any the shares of CIBER Common LBI Stock (or dividends or distributions with in respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementof which such deduction and withholding was made by SFNC.

Exchange of Certificates. The procedures for exchanging outstanding shares of CoreComm Common Stock for ATX Common Stock pursuant to the Merger shall be as follows: (a) Promptly after As of the Effective Time, CIBER ATX shall deposit, or shall cause to be deposited deposit with CIBER's Corporate Secretary or a third party an exchange agent selected by CIBER CoreComm and reasonably acceptable to ATX (the "Exchange Agent") (i) ), for the benefit of the holders of shares of CoreComm Common Stock, certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER ATX Common Stock and cash amounts so deposited with the Exchange Agent, (such shares of ATX Common Stock together with any dividends or distributions received by the Exchange Agent with respect to thereto, together with such sharescash, are being hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 1.3 in exchange for outstanding shares of CoreComm Common Stock." (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time represented outstanding shares of SCB CoreComm Common Stock Certificates (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 1.4 into the right to receive shares of ATX Common Stock (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as ATX and CoreComm may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER shares of ATX Common Stock and cashStock. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBERduly executed, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of CIBER ATX Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive pursuant to the provisions of Section 2.5this Article 1, and (2) the SCB Stock Certificate so surrendered shall immediately be canceled. Until surrendered as contemplated by this Section 2.7In the event of a transfer of ownership of CoreComm Common Stock which is not registered in the transfer records of CoreComm, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER the proper number of shares of ATX Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect issued to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.transferee if

Exchange of Certificates. (a) Promptly If a holder of record (immediately prior to the Effective Time) of shares of CCD Common Stock outstanding immediately prior to the Effective Time presents (after the Effective Time) to Chiron a certificate or certificates which immediately prior to the Effective Time represented such shares, CIBER then Chiron shall depositissue to such holder of record, in exchange for the surrender and cancelation of such certificate or shall cause to be deposited with CIBER's Corporate Secretary certificates, a certificate or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Chiron Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu into which such shares of fractional shares CCD Common Stock were converted in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled4. Until surrendered as contemplated by this Section 2.75(a), each SCB certificate which immediately prior to the Effective Time represented outstanding shares of CCD Common Stock Certificate shall be deemed, from and after the Effective Time, deemed to represent only the right to receive upon such surrender a certificate representing the Merger Consideration shares of Chiron Common Stock into which such shares of CCD Common Stock were converted, as contemplated by this Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate5(a). (cb) No dividends or other distributions declared or made with respect If a holder of record (immediately prior to CIBER the Effective Time) of shares of C Acquisition Common Stock with a date outstanding immediately prior to the Effective Time presents (after the Effective Time shall be paid Time) to CCD a certificate or certificates which immediately prior to the Effective Time represented such shares, then CCD shall issue to such holder of any unsurrendered SCB Stock Certificate with respect to record, in exchange for the surrender and cancelation of such certificate or certificates, a certificate or certificates representing the shares of CIBER CCD Common Stock that into which such holder has shares of C Acquisition Common Stock were converted in accordance with Section 4. Until surrendered as contemplated by this Section 5(b), each certificate which immediately prior to the Effective Time represented outstanding shares of C Acquisition Common Stock shall be deemed to represent only the right to receive in upon such surrender a certificate representing the Merger until shares of CCD Common Stock into which such holder surrenders such SCB shares of C Acquisition Common Stock Certificate in accordance with were converted, as contemplated by this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest5(b). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly Immediately after the Merger Effective TimeTime (and subject to the Mosaic Certificates representing the shares of Mosaic Common Stock owned by Cargill and its Subsidiaries having been deposited with Mosaic in accordance with Section 2.2(b)), CIBER M Holdings shall depositissue and deliver, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected issued and delivered, to Cargill, share certificates registered in the name of Cargill (in such denominations as shall be requested by CIBER (the "Exchange Agent"Cargill) (i) certificates representing the shares of CIBER M Holdings Common Stock, M Holdings Series A-1 Common Stock, M Holdings Series A-2 Common Stock, M Holdings Series A-3 Common Stock, M Holdings Series A-4 Common Stock, M Holdings Series B-1 Common Stock, M Holdings Series B-2 Common Stock issuable pursuant and M Holdings Series B-3 Common Stock issued to this Article IICargill in the Merger. (b) Upon delivery by Cargill to M Holdings of Mosaic Certificates representing any Cargill Retained M Holdings Shares in proper form for transfer, M Holdings shall immediately reissue and deliver, or cause to be reissued and delivered, such Cargill Retained M Holdings Shares, in certificated or book entry form, without any legends (iiexcept, in the case of any such shares issued in certificated form, as required by Section 151(f) cash sufficient of the DGCL), in such denominations, to pay such Person or Persons and registered in such name or names and otherwise as shall be reasonably requested by Cargill. (c) After receiving the Cash Consideration share certificates of M Holdings Stock referred to in Section 3.4(a), Cargill shall deliver, in proper form for transfer, such share certificates to M Holdings (other than share certificates representing any Cargill Retained M Holdings Shares) and M Holdings shall reissue and deliver, or cause to make payments in lieu be reissued and delivered, to Cargill, new certificates representing, or other evidence of fractional ownership of, such shares in accordance with Section 2.5(gSections 4.1(e) and (f). The . (d) Promptly after the Merger Effective Time, M Holdings shall send to each holder of record of shares of CIBER Mosaic Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to (other than Cargill) (such shares, are referred to collectively as the "Exchange Fund." (b“Publicly Held Shares”) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail immediately prior to the record holders of SCB Stock Certificates Merger Effective Time whose shares were converted into the right to receive the consideration set forth in Section 3.3(a)(iii) (the “Public Merger Consideration”), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Mosaic Certificates shall pass, only upon delivery of such SCB Stock the Mosaic Certificates to M Holdings and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Mosaic Book-Entry Shares) as M Holdings may reasonably require) (the Exchange Agent), “Letter of Transmittal”) and (ii) instructions for use in effecting to effect the surrender of SCB Stock Certificates the Publicly Held Shares in exchange for certificates representing CIBER Common Stock and cash. the Public Merger Consideration. (e) Upon (i) the surrender of an SCB Stock any Mosaic Certificate to M Holdings for cancellation, or (ii) in the Exchange Agent for exchangecase of Mosaic Book-Entry Shares, the receipt of an “agent’s message” by M Holdings (or such other evidence, if any, of transfer as M Holdings may reasonably require), in each case together with a duly the Letter of Transmittal, duly, completely, and validly executed letter of transmittalin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or CIBERM Holdings, (1) the holder of such SCB Stock Certificate shares shall be entitled to receive in exchange therefor a certificate representing (A) the number of whole Public Merger Consideration into which such shares of CIBER Common Mosaic Stock constituting the Stock Consideration have been converted pursuant to Section 3.3(a)(iii) and (together with B) any cash in lieu respect of any fractional share dividends or other distributions which the holder of CIBER Common Stock) and the Cash Consideration that such holder shares has the right to receive pursuant to Section 3.4(i). (f) In the provisions event that a transfer of Section 2.5ownership of Publicly Held Shares is not registered in the stock transfer books or ledger of Mosaic, and or if any certificate (2or uncertificated book-entry shares) for the SCB Stock Public Merger Consideration is to be issued in a name other than that in which the Mosaic Certificate representing such Publicly Held Shares (or the Mosaic Book-Entry Shares) surrendered in exchange therefor is registered, it shall be a condition to the issuance thereof that the certificate or certificates so surrendered shall be canceled. Until surrendered properly endorsed or otherwise be in proper form for transfer (or, if such Publicly Held Shares are Mosaic Book-Entry Shares, other proper evidence of transfer is presented) and that the Person requesting such exchange shall have paid to M Holdings any transfer or other Taxes required as contemplated by this Section 2.7a result of the issuance of a certificate representing shares of M Holdings Stock (or uncertificated book-entry shares of M Holdings Stock) in any name other than that of the registered holder of such Publicly Held Shares, each SCB Stock Certificate or establish to the satisfaction of M Holdings that such Tax has been paid or is not payable. (g) None of the Mosaic Parties or any of their respective Subsidiaries or affiliates shall be deemed, from and after the Effective Time, liable to represent only the right to receive the any holder of Publicly Held Shares for any Public Merger Consideration as contemplated by Section 2.5. If delivered to a public official pursuant to any SCB Stock Certificate applicable abandoned property, escheat or similar law. (h) In the event any certificates representing Publicly Held Shares shall have been lost, stolen or destroyed, CIBER may, M Holdings shall issue in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of exchange for such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate certificates, upon the making of a lost certificate affidavit and agreement reasonably acceptable to deliver M Holdings to indemnify M Holdings and the transfer agent (if M Holdings does not serve as its own transfer agent) (and if requested by M Holdings or the transfer agent (if applicable), the posting of a surety bond (in such sum as CIBER may reasonably directcustomary amount and upon customary terms) as indemnity against any claim that may be made against M Holdings and/or the Exchange Agent transfer agent on account of the alleged loss, theft or CIBER destruction of such certificate, by the holder thereof, the applicable Public Merger Consideration in accordance with respect to such SCB Stock CertificateSection 3.3(a). (ci) No dividends or other distributions declared or made with respect to CIBER Common M Holdings Stock with a record date after before the Merger Effective Time that has not been paid prior to the Merger Effective Time shall be paid to the holder of any unsurrendered SCB Stock Mosaic Certificate (or Mosaic Book-Entry Shares) with respect to the shares of CIBER Common M Holdings Stock that issuable upon surrender thereof, until the surrender of such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Mosaic Certificate (or Mosaic Book-Entry Shares) in accordance with this Section 2.7 Article III. Subject to escheat, tax, or other applicable Law, following surrender of any such Mosaic Certificate (at which time such holder or Mosaic Book-Entry Shares), there shall be entitled, subject paid to the effect holder of applicable escheat the certificate representing whole shares of M Holdings Stock (or similar laws, to receive all such dividends and distributionswhole uncertificated book-entry shares of M Holdings Stock) issued in exchange therefor, without interest), (i) at the time of such surrender, the amount of dividends or other distributions with a record date before the Merger Effective Time and paid with respect to such whole shares of M Holdings Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date before the Merger Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of M Holdings Stock. (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (ej) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to shares of M Holdings Stock issued in accordance with the terms of this Agreement to any holder or former holder Article III upon conversion of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Mosaic Stock shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Mosaic Stock. If, after the Merger Effective Time, any Mosaic Certificates (or dividends or distributions with respect thereto)Mosaic Book-Entry Shares) which formerly represented shares of Mosaic Stock, or are presented to M Holdings for any cash amountsreason, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthey shall be cancelled and exchanged as provided in this Article III.

Exchange of Certificates. At or prior to the date the Proxy Statement/Prospectus (aas defined in Section 6.8) is mailed to shareholders of Biomatrix, Genzyme shall appoint an exchange agent (the "EXCHANGE AGENT"). Promptly after the Effective Time, CIBER Genzyme shall deposit, or shall cause make available to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) Agent certificates representing the shares of CIBER GBS Division Common Stock issuable to be issued and shall pay to the Exchange Agent the aggregate cash amount to be paid, pursuant to this Article IIAgreement, and (ii) cash sufficient to pay in exchange for the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The outstanding shares of CIBER Biomatrix Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively Stock. As promptly as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, Genzyme or the Exchange Agent shall mail will send to each former holder of record of shares of Biomatrix Common Stock that were converted into the record holders right to receive shares of SCB GBS Division Common Stock Certificates (i) a letter of and/or cash pursuant to this Agreement transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions materials for use in effecting the surrender of SCB Stock exchanging Certificates in exchange for certificates representing CIBER the shares of GBS Division Common Stock and cashand/or cash into which such holder's shares of Biomatrix Common Stock have been converted. Upon surrender of an SCB Stock a Certificate to Genzyme or the Exchange Agent for exchangeAgent, together with a duly executed letter of transmittal, transmittal and such any other documents as may be reasonably required by the Exchange Agent or CIBERdocuments, (1) the holder of such SCB Stock Certificate shall will be entitled to receive receive, in exchange therefor therefor, (x) a certificate representing for the number of whole shares of CIBER GBS Division Common Stock constituting to which such holder is entitled, plus (y) a check in the Stock Consideration (together with cash in lieu amount of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive cash due pursuant to the provisions of Section 2.52.1(a)(ii)(A), Section 2.1(b) or Section 2.13, and (2) the SCB Stock such Certificate so surrendered shall will be canceled. Until No interest will be paid or will accrue on any such amounts. Notwithstanding the foregoing, any surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall that represents Dissenting Shares will be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent returned to the issuance of any certificate representing CIBER Common Stock, require the owner of person surrendering such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after Prior to the Effective Time, CIBER MPC shall depositenter into an agreement with, and shall deposit with Sperry Young & Stoecklein, or shall cause such other ag▇▇▇ ▇▇ ▇▇ents as may be satisfactory to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER MPC and SCAC (the "Exchange Agent") '), for the benefit of SCAC, for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the shares appropriate number of CIBER Common Stock MPC Shares to be issued to SCAC issuable pursuant to this Article IISection 1.7 in exchange for outstanding SOLPLAX Shares, and (ii) cash sufficient to pay which Shares shall be held until such time as the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)Shares are registered. The shares of CIBER Common Stock and cash amounts so deposited with the Exchange AgentIn addition, together with any dividends or distributions received by the Exchange Agent with respect to shall retain, on behalf of SCAC, the eight million (8,000,000) shares of MPC, until such shares, are referred to collectively time as the "Exchange Fundshares are registered pursuant to the Registration Rights Agreement and subsequently issued by SCAC as a dividend to its shareholders." (b) As soon as reasonably practicable after the Effective TimeRegistration of such Shares, the Exchange Agent shall mail to each holder of record, on the record holders date ("Record Date") of SCB Stock Certificates a certificate or certificates which on the Record Date represented outstanding SOLPLAX Shares (the "Certificates") (currently the only shareholder of SOLPLAX shares is SCAC), whose shares were exchanged into the right to receive MPC Shares pursuant to Section 1.7: (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SCAC and MPC may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common Stock and cashMPC Shares. Upon surrender of an SCB Stock a Certificate to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal, duly executed, and such any other documents as may be reasonably required by the Exchange Agent or CIBERdocuments, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares MPC Shares and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that Fund, which such holder has the right to receive pursuant to the provisions of Section 2.5this Article I, and (2) the SCB Stock Certificate so surrendered shall be canceledheld by MPC, at which time SOLPLAX shall become a wholly owned subsidiary of MPC. In the event of a transfer of ownership of SOLPLAX Shares which are not registered in the transfer records of SOLPLAX, a certificate representing the proper number of MPC Shares may be issued to a transferee if the Certificate representing such SOLPLAX Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or MPC to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 2.71.8, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration certificate representing MPC Shares and cash as contemplated by this Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate1.8. (c) No dividends or other distributions declared or made after the Effective Time with respect to CIBER Common Stock MPC Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the MPC Shares represented thereby and no cash payment in lieu of fractional shares of CIBER Common Stock that shall be paid to any such holder has pursuant to Section 1.8(f) until the right to receive in the Merger until holder of record of such holder surrenders Certificate shall surrender such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Certificate. (d) Any portion of In the event that any Certificate for SOLPLAX Shares or MPC Shares shall have been lost, stolen or destroyed, the Exchange Fund Agent shall issue in exchange therefor, upon the making of an affidavit of that remains undistributed fact by the holder thereof such MPC Shares and cash in lieu of fractional MPC Shares, if any, as may be required pursuant to holders this Agreement; provided, however, that MPC or the Exchange Agent, may, in its respective discretion, require the delivery of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBERa suitable bond, opinion or indemnity. (e) The Exchange Agent All MPC Shares issued upon the surrender for exchange of SOLPLAX Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10 shall be entitled deemed to deduct and withhold from any consideration payable or otherwise deliverable pursuant have been issued in full satisfaction of all rights pertaining to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal RequirementSOLPLAX Shares. To the extent such amounts are so deducted or withheld, such amounts There shall be treated for all purposes under this Agreement as having been paid no further registration of transfers on the stock transfer books of SOLPLAX of the SOLPLAX shares which were outstanding immediately prior to the Person Effective Time. If, after the Effective Time, Certificates are presented to whom such amounts would otherwise have been paid.SOLPLAX for any reason, they shall be canceled and exchanged as provided in this Article I. (f) Neither CIBER nor the Surviving Corporation No fractional MPC Shares shall be liable to any holder or former issued in the Acquisition, but in lieu thereof each holder of SCB Common Stock SOLPLAX Shares otherwise entitled to a fractional MPC Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to any other Person with respect receive an amount of cash rounded to any the nearest cent (without interest) determined by multiplying the fair market value of a MPC Share as determined by the MPC Board of Directors by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing additional shares of CIBER Common Stock was separately bargained for consideration and may constitute taxable consideration to the recipients. (or dividends or distributions with respect thereto)g) The MPC Shares issued herein, or for any cash amountsshall contain the following Rule 144 Restrictive Legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal RequirementAS AMENDED (The "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or ------------------------ SWS and ASBI shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders former shareholders of SCB Stock Certificates ASBI appropriate transmittal materials (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB the certificates theretofore representing shares of ASBI Common Stock Certificates shall pass, only upon proper delivery of such SCB Stock Certificates certificates to the Exchange Agent). After the Effective Time, each holder of shares of ASBI Common Stock issued and (ii) instructions for use in effecting outstanding at the Effective Time shall surrender of SCB Stock Certificates in exchange for the certificate or certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate such shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to promptly upon surrender thereof receive in exchange therefor a certificate representing the number Merger Consideration provided in Section 1.05A of whole this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 1.11 of this Agreement, subject to any shares of CIBER the Merger Consideration being placed in escrow pursuant to Section 1.13 of this Agreement. To the extent required by Section 1.05C of this Agreement, each holder of shares of ASBI Common Stock constituting issued and outstanding at the Stock Consideration (together with Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of CIBER SWS Common Stock) and the Cash Consideration that Stock to which such holder has may be otherwise entitled (without interest). SWS shall not be obligated to deliver the right consideration to receive pursuant to the provisions which any former holder of Section 2.5, and (2) the SCB ASBI Common Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and is entitled as a condition precedent to the issuance result of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB holder's certificate or certificates representing the shares of ASBI Common Stock Certificate for exchange as provided in accordance with this Section 2.7 (at which time 1.10. If any record shareholder of ASBI is unable to locate any certificate evidencing the ASBI Common Stock, such holder shareholder shall submit to the Exchange Agent an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to SWS and, if required by SWS, a surety bond in an amount equal to the amount to be delivered to such shareholder, in lieu of such certificate. The certificate or certificates of ASBI Common Stock so surrendered shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of duly endorsed as the Exchange Fund that remains undistributed to holders Agent may require. Any other provision of SCB Stock Certificates as of this Agreement notwithstanding, neither the date 180 days after Surviving Corporation, SWS nor the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled liable to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former a holder of SCB ASBI Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts paid or property delivered in good faith to any a public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's ’s Corporate Secretary or a third party selected by CIBER (the "“Exchange Agent"”) (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g2.5(k). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB ALPHANET Stock Certificates shall be effected, and risk of loss and title to SCB ALPHANET Stock Certificates shall pass, only upon delivery of such SCB ALPHANET Stock Certificates to the Exchange Agent), (ii) an election form (the “Election Form”) providing for such holders to make the Stock Election or the Cash Election with respect to each ALPHANET Stock Certificate, and (iiiii) instructions for use in effecting the surrender of SCB ALPHANET Stock Certificates in exchange for certificates representing CIBER Common Stock or for cash. Any election other than a deemed Cash Election shall be validly made only if the Exchange Agent shall have received by noon on a date (the “Election Deadline”) to be decided upon by CIBER (which date shall not be later than 20 days after the mailing of the letter of transmittal, Election Form and cashinstructions) an Election form properly completed and executed by such holder accompanied by such holders Certificates, or by an appropriate guarantee of delivery of such Certificates. Any holder of ALPHANET Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and executed, or revoke an election by written notice to the Exchange Agent, if the revised Election Form or the written notice, as the case may be, is received by the Exchange Agent prior to the Election Deadline. Upon surrender of an SCB ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, Election Form and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and or the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) or the Cash Consideration as contemplated by Section 2.5. If any SCB ALPHANET Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB ALPHANET Stock Certificate with respect to the shares of CIBER Common Stock Stock, if any, that such holder has the right to receive in the Merger until such holder surrenders such SCB ALPHANET Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB ALPHANET Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB ALPHANET Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB ALPHANET Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after Section 2.2.1 Prior to the Effective Time, CIBER Manpower shall deposit, or shall cause to be deposited deposited, with CIBER's Corporate Secretary Mellon Investor Services or a third party selected another bank or trust company designated by CIBER Manpower (the "“Exchange Agent") (i) ”), for the benefit of the Company Shareholders, for exchange in accordance with this Article 2 through the Exchange Agent, certificates representing the shares of CIBER Common Stock issuable pursuant Manpower Shares. Manpower agrees to this Article IImake available to the Exchange Agent from time to time as needed and promptly following a request therefor from the Exchange Agent, and (ii) cash sufficient to pay the Cash Consideration and to make payments cash in lieu of fractional shares in accordance with pursuant to Section 2.5(g)2.1.4. The shares Any cash and certificates of CIBER Manpower Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are shall hereinafter be referred to collectively as the "“Exchange Fund."” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Manpower will pay all fees and expenses of the Exchange Agent. (b) As soon as reasonably practicable Section 2.2.2 Promptly after the Effective Time, Manpower and the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record, as of the record holders Effective Time, of SCB an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock Certificates (i) each a “Certificate”), a form letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and (iishall be in such form and have such other provisions as Manpower and the Company may reasonably specify) and instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common Stock and cash. the Merger Consideration. Section 2.2.3 Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchangeof a Certificate or Certificates, together with a such letter of transmittal duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of record thereof, the holder of record of such SCB Stock Certificate or Certificates shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Merger Consideration that such holder Company Shareholder has the right to receive pursuant under this Article 2, and such Certificate or Certificates shall forthwith be canceled. If any Merger Consideration is to be paid to a Person other than the Company Shareholder in whose name the surrendered Certificate is registered, it shall be a condition of exchange that such surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the exchange by a Person other than the holder of record of the Certificate surrendered or such Person shall establish to the satisfaction of Manpower that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.72.2, each SCB Stock Certificate shall be deemedrepresent, from and for all purposes, the right only to receive upon such surrender the Merger Consideration in respect of the number of shares of Company Common Stock evidenced by such Certificate. Section 2.2.4 Any portion of the Exchange Fund which remains undistributed to the Company Shareholders for six months after the Effective TimeTime shall be delivered to Manpower upon demand, and any Company Shareholders who have not theretofore complied with this Article 2 shall thereafter look only to represent only Manpower to claim the right Merger Consideration, without any interest thereon. Section 2.2.5 No dividends or other distributions that are declared on or after the Effective Time on Manpower Common Stock or are payable to the holders of record thereof on or after the Effective Time will be paid to the Company Shareholders entitled by reason of the Merger to receive certificates representing Manpower Common Stock until such Company Shareholders surrender their Certificates, as provided in this Section 2.2. Subject to the effect of applicable Law, there shall be paid to the holder of record of the certificates representing such Manpower Common Stock (or, if applicable under Section 2.2.3, the other Person) (a) at the time of such surrender or as promptly as practicable thereafter, the amount of any dividends or other distributions theretofore paid with respect to whole shares of such Manpower Common Stock having a record date on or after the Effective Time and a payment date prior to such surrender and (b) at the appropriate payment date or as promptly as practicable thereafter, the amount of dividends or other distributions payable with respect to whole shares of Manpower Common Stock having a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender. In no event shall the Company Shareholder or other Person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. Section 2.2.6 Neither Manpower nor the Company shall be liable to any Company Shareholder for any Merger Consideration as contemplated by properly delivered to a public official pursuant to any abandoned property, escheat or similar Law. Section 2.5. 2.2.7 If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent upon the making of an affidavit of that fact by the Person claiming such Certificate to the issuance of any certificate representing CIBER Common Stock, require the owner of such be lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver and, if required by Manpower, the posting by such Person of a bond (bond, in such sum amount as CIBER Manpower may reasonably direct) , as indemnity against any claim that may be made against it or the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends , the Exchange Agent will issue in exchange for such lost, stolen or other distributions declared or made with respect to CIBER Common Stock with a date after destroyed Certificate the Effective Time shall be paid to Merger Consideration which the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right thereof would have been entitled to receive in the respect of such lost, stolen or destroyed Certificate pursuant to Section 2.2.3, without any interest thereon, together with any amounts then payable pursuant to Section 2.2.5. Section 2.2.8 All Merger until such holder surrenders such SCB Stock Certificate Consideration paid in accordance with this Section 2.7 (at which time such holder the terms hereof shall be entitled, subject deemed to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having have been paid in full satisfaction of all rights pertaining to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Company Common Stock (or dividends or distributions with respect theretoother than the rights, if any, under Section 2.2.5), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER SFNC shall deposit, or shall cause to be deposited deposited, with CIBER's Corporate Secretary or a third party selected by CIBER Registrar and Transfer Company (“Transfer Agent”), for the "Exchange benefit of the holders of shares of DTBC Stock, for exchange in accordance with this Article II, through the Transfer Agent") , (i) certificates representing evidencing a number of shares of SFNC Stock equal to the sum of the shares of CIBER Common Stock issuable pursuant SFNC required to this Article IIbe issued as Merger Consideration to the shareholders of DTBC, and (ii) cash sufficient in the amount equal to pay the Cash sum of the cash to be paid as Merger Consideration to the shareholders of DTBC, and to make payments (iii) cash in lieu the amount of fractional shares in accordance with Section 2.5(g$5,000.00 (“Fractional Share Fund”). The shares of CIBER Common Stock and cash amounts so In the event the initial sum deposited with into the Exchange AgentFractional Share Fund is insufficient to satisfy all payments required to be paid from such fund, together with any dividends or distributions received by the Exchange Agent with respect then SFNC shall immediately deposit funds to remedy such shares, are referred to collectively as the "Exchange Funddeficiency." (b) As soon as reasonably practicable Promptly after the Effective Time, SFNC will instruct the Exchange Transfer Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the record holders Effective Time evidenced outstanding shares of SCB DTBC Stock Certificates (other than Dissenting Shares) (“Certificates”), (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SFNC may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER Common Stock and cashevidencing shares of SFNC Stock, cash or a combination thereof. Upon surrender of an SCB Stock a Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of CIBER Common SFNC Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of the shares of DTBC Stock formerly evidenced by such Certificate in accordance with Section 2.02, (B) cash, if any, in an amount which such holder has the right to receive in respect of the shares of DTBC Stock formerly evidenced by such Certificate in accordance with Sections 2.02 and 2.03, (C) cash in lieu of fractional shares of SFNC Stock to which such holder is entitled pursuant to the provisions of Section 2.52.02, and (2D) any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(c) and the SCB Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of DTBC Stock which is not registered in the transfer records of DTBC, a certificate evidencing the proper number of shares of SFNC Stock may be issued and cash paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of DTBC Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.04, each SCB Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock CertificateConsideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to CIBER Common SFNC Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common SFNC Stock that such holder has the right to receive in evidenced thereby, and no other part of the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder Consideration shall be entitledpaid to any such holder, subject until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, there shall be delivered and paid to receive all the holder of the certificates (i) certificates evidencing whole shares of SFNC Stock issued in exchange therefor, (ii) the cash portion of the Merger Consideration, if any, payable to such holder, including the amount of any cash payable with respect to a fractional share of SFNC Stock to which such holder is entitled pursuant to Section 2.04(b) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of SFNC Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions, without interest)with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of SFNC Stock. No interest shall be paid on the Merger Consideration. (d) Any portion All shares of SFNC Stock issued and cash paid in accordance with the Exchange Fund that remains undistributed terms hereof shall be deemed to holders have been issued or paid in full satisfaction of SCB Stock Certificates as all rights pertaining to such shares of the date 180 days after the Effective Time shall become the general funds of CIBERDTBC Stock. (e) The Exchange Agent Any portion of the Fractional Share Fund which remains undistributed to the holders of DTBC Stock on the date six months following the Effective Time shall be delivered to SFNC, upon demand, and any holders of DTBC Stock who have not theretofore complied with this Article II shall thereafter look directly to SFNC for the Merger Consideration to which they are entitled. (f) SFNC shall not be liable to any holder of shares of DTBC Stock for any Merger Consideration, whether shares of SFNC Stock, cash or dividends or distributions with respect to SFNC Stock, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) SFNC shall be entitled to deduct and withhold from any the consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common shares of DTBC Stock such amounts as may be SFNC is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw. To the extent such that amounts are so deducted or withheldwithheld by SFNC, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any the shares of CIBER Common DTBC Stock (or dividends or distributions with in respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementof which such deduction and withholding was made by SFNC.

Exchange of Certificates. (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's ’s Corporate Secretary or a third party selected by CIBER (the "“Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii”) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)Merger Consideration. The shares of CIBER Common Stock and cash amounts amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are is referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to the record holders of SCB ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB ALPHANET Stock Certificates shall be effected, and risk of loss and title to SCB ALPHANET Stock Certificates shall pass, only upon delivery of such SCB ALPHANET Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB ALPHANET Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Table of Contents Upon surrender of an SCB ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5Merger Consideration, and (2) the SCB ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5Consideration. If any SCB ALPHANET Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing CIBER Common Stockthe Merger Consideration, require the owner of such lost, stolen or destroyed SCB ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after Boston EquiServe, Purchaser's transfer agent, shall serve as an exchange agent in the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER Merger (the "Exchange Agent"). (b) At the Effective Time, Purchaser shall (i1) certificates representing authorize the Exchange Agent to make available in accordance with this Article 1 the shares of CIBER Purchaser Common Stock issuable pursuant to this Article IISection 1.6A(a), 1.6B(a) or 1.6C(a) in exchange for outstanding shares of Ventures Capital Stock and (ii2) deliver to the Exchange Agent cash sufficient to pay in the amount of the Cash Consideration and to make payments Portion plus cash in an amount sufficient for payment in lieu of fractional shares in accordance with pursuant to Section 2.5(g1.6(d). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (bc) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail No later than three (3) business days prior to the record holders mailing date of SCB Stock Certificates the notice of meeting of stockholders (ior written consent of stockholders in lieu of meeting), Purchaser shall provide Ventures with copies of the following materials: (1) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii2) instructions for use in effecting the surrender of SCB Ventures certificates and (3) any other documents required to be signed by a holder of a certificate or certificates (the "Ventures Certificates") that immediately prior to the Effective Time represented outstanding shares of Ventures Capital Stock or warrants that were converted into shares of Purchaser Common Stock pursuant to Section 1.6A(a), 1.6B(a) or 1.6C(a) and cash in lieu of any fractional shares pursuant to Section 1.6(d) in order to surrender such Ventures Certificates in exchange for certificates representing CIBER the Purchaser Common Stock and cashportion of the Cash Portion pursuant to Section 1.6A(a), 1.6B(a) or 1.6C(a) and cash in lieu of any fractional shares pursuant to Section 1.6(d). Upon Holders of Ventures Certificates who complete and validly execute and submit such documents in accordance with the instructions thereto, together with such Ventures Certificates (or affidavit of loss and indemnity in accordance with Section 1.8(e) below), to Purchaser at the Closing shall be deemed to have effected a surrender of an SCB Stock Certificate such Ventures Certificates to the Exchange Agent for exchangecancellation in accordance with the requirements of Section 1.8(d) below. Promptly after the Effective Time, but in no event later than ten (10) business days thereafter, Purchaser shall cause the Exchange Agent to mail to each such holder who has surrendered Ventures Certificates at the Closing (i) certificates evidencing the number of full shares of Purchaser Common Stock and portion of the Cash Portion into which the shares of Ventures Capital Stock represented by the Ventures Certificates so surrendered by such holder were converted pursuant to Section 1.6A(a), 1.6B(a) or 1.6C(a) and (ii) cash in lieu of any fractional shares in accordance with Section 1.6(d). (d) Promptly after the Effective Time, but in no event later than ten (10) business days thereafter, Purchaser shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of Ventures Certificates that did not surrender such Certificate pursuant to Section 1.8(c), the following materials: (1) a letter of transmittal in customary form and (2) instructions for use in effecting the surrender of the Ventures Certificates in exchange for certificates representing the Purchaser Common Stock and portion of the Cash Portion pursuant to Section 1.6A(a), 1.6B(a) or 1.6C(a) and cash in lieu of any fractional shares pursuant to Section 1.6(d). Upon surrender of Ventures Certificates for cancellation to the Exchange Agent, together with a duly executed such letter of transmittal, duly completed and such other documents as may be reasonably required by validly executed in accordance with the Exchange Agent or CIBERinstructions thereto, (1) the holder holders of such SCB Stock Certificate Ventures Certificates shall be entitled to receive in exchange therefor a certificate certificates representing the number of whole shares of CIBER Purchaser Common Stock constituting and portion of the Cash Portion into which their shares of Ventures Capital Stock Consideration (together with cash were converted at the Effective Time and payment in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration shares that such holder has holders have the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled1.6(d). Until surrendered as contemplated by this Section 2.7so surrendered, each SCB Stock Certificate shall outstanding Ventures Certificates will be deemed, deemed from and after the Effective Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of Purchaser Common Stock and portion of the Cash Portion into which the shares of Ventures Capital Stock represented thereby were so converted and the right to receive an amount in cash in lieu of any fractional shares in accordance with Section 1.6(d). (e) In the Merger Consideration as contemplated by Section 2.5. If event any SCB Stock Certificate shall Ventures Certificates have been lost, stolen or destroyed, CIBER maythe Exchange Agent shall issue in exchange for such lost, stolen or destroyed Ventures Certificates, upon the making of an affidavit of that fact by the holder thereof in a form reasonably acceptable to Purchaser, certificates representing the shares of Purchaser Common Stock and portion of the Cash Portion into which the shares of Ventures Capital Stock represented by such Ventures Certificates were converted pursuant to Section 1.6A(a), 1.6B(a) or 1.6C(a) and any cash for fractional shares pursuant to Section 1.6(d). Purchaser may in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stockthereof, require the owner of such lost, stolen or destroyed SCB Stock Ventures Certificate to provide to Purchaser an appropriate affidavit indemnity agreement, reasonable in form and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity substance, against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate Purchaser with respect to the shares of CIBER Common Stock that such holder has the right Ventures Certificate alleged to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidlost, stolen or destroyed. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after On or prior to the Effective TimeClosing Date, CIBER Acquiror shall deposit, select a reputable bank or shall cause trust company to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER act as exchange agent in the Merger (the "Exchange Agent") ). Promptly after the Effective Date, Acquiror shall deposit with the Exchange Agent (i) certificates representing the shares of CIBER Acquiror Common Stock issuable pursuant to this Article IIPlan, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g)11. The shares of CIBER Acquiror Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective TimeDate, the Exchange Agent shall will mail to the record holders of SCB Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER Acquiror may reasonably specify (including a provision confirming that delivery of SCB Company Stock Certificates shall be effected, and risk of loss and title to SCB Company Stock Certificates shall pass, only upon delivery of such SCB Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Common Stock and cashAcquiror Stock. Upon surrender of an SCB a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, transmittal and such other documents as may be reasonably required by the Exchange Agent or CIBERAcquiror, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Acquiror Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5this Plan (and cash in lieu of any fractional share of Acquiror Common Stock), and (2) the SCB Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.716, each SCB Company Stock Certificate shall be deemed, from and after the Effective TimeDate, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5shares of Acquiror Common Stock (and cash in lieu of any fractional share of Acquiror Common Stock); PROVIDED, HOWEVER, THAT ANY SUCH CERTIFICATE THAT IS NOT PROPERLY SUBMITTED FOR EXCHANGE TO ACQUIROR OR THE EXCHANGE AGENT WITHIN TWO YEARS AFTER THE EFFECTIVE DATE SHALL NO LONGER EVIDENCE OWNERSHIP OF SHARES OF ACQUIROR COMMON STOCK AND ALL RIGHTS OF THE HOLDER OF SUCH CERTIFICATE, AS A STOCKHOLDER OF ACQUIROR WITH RESPECT TO THE SHARES PREVIOUSLY EVIDENCED BY SUCH CERTIFICATE, SHALL CEASE. If any SCB Company Stock Certificate shall have been lost, stolen or destroyed, CIBER Acquiror may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Acquiror Common Stock, require the owner of such lost, stolen or destroyed SCB Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER Acquiror may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent Agent, Acquiror or CIBER the Surviving Corporation with respect to such SCB Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Acquiror Common Stock with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered SCB Company Stock Certificate with respect to the shares of CIBER Acquiror Common Stock that which such holder has the right to receive in the Merger upon surrender thereof until such holder surrenders such SCB Company Stock Certificate in accordance with this Section 2.7 16 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB the Company Stock Certificates as of the date 180 days after the Effective Time date on which the Merger becomes effective shall become the general funds be delivered to Acquiror upon demand, and any holders of CIBERCompany Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 16 shall thereafter look only to Acquiror for satisfaction of their claims for Acquiror Common Stock, cash in lieu of fractional shares of Acquiror Common Stock and any dividends or distributions with respect to Acquiror Common Stock. (e) The Each of the Exchange Agent Agent, Acquiror and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw or regulation. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement Plan as having been paid to the Person person or entity to whom such amounts would otherwise have been paid. (f) Neither CIBER Acquiror nor the Surviving Corporation shall be liable to any holder or former holder of SCB Company Common Stock or to any other Person person or entity with respect to any shares of CIBER Acquiror Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementlaw or regulation.

Exchange of Certificates. At the Closing, the Shareholders shall deliver to Acquiror all certificates evidencing Company Ordinary Shares (the "Certificates") representing all of the issued Company Ordinary Shares held immediately prior to the Closing Date, together with duly executed stock transfer forms. In exchange for the Certificates, Acquiror shall, on the Closing Date, (a) Promptly after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates representing the shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail deliver to the record holders of SCB Stock Certificates Shareholders' Representative (i) a letter stock certificate for each Shareholder representing the aggregate number of transmittal in customary form and containing shares of Acquiror Common Stock set forth next to such provisions Shareholder's name as CIBER may reasonably specify "Stock Deliverable to Shareholder at Closing" on Exhibit A hereto (including a provision confirming that delivery less the number of SCB shares of Acquiror Common Stock Certificates shall be effected, and risk of loss and title set forth next to SCB such Shareholder's name as "Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates Transferable to the Exchange AgentFinancial Advisor"), and (ii) instructions for use a Stock Certificate in effecting the surrender name of SCB Stock Certificates in exchange for certificates the Financial Advisor representing CIBER the aggregate number of shares of Acquiror Common Stock under the column titled "Stock Transferable to Financial Advisor" on Exhibit A hereto, all of which shares of Exchange Stock shall be deemed to have been issued and cashfully paid on the Closing Date; and (b) wire transfer to a single account designated by the Shareholders' Representative to Acquiror in writing the amount of Exchange Cash set forth next to such Shareholder's name on Exhibit A hereto. Upon surrender of an SCB Stock Certificate The Shareholders' Representative shall be responsible for delivering such stock certificates, and disbursing the Exchange Cash, to the Shareholders promptly after Closing. The Shareholders acknowledge and agree that the shares of Acquiror Common Stock issued in the name of the Financial Advisor pursuant to clause (a)(ii) above represent shares of Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may Stock required to be reasonably required transferred by the Exchange Agent or CIBER, (1) Shareholders to the holder Financial Advisor in satisfaction of such SCB Stock Certificate shall be entitled the obligations of the Shareholders to receive in exchange therefor a certificate representing pay the number share portion of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive Financial Advisor's fee pursuant to the provisions of agreement described in Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate2.25 hereof. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after As of the Effective Time, CIBER Merger Partner shall depositdeposit with Morg▇▇ ▇▇▇ranty Trust Company of New York, or shall cause such other bank or trust company designated by Merger Partner and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER Company (the "Exchange Agent") (i) ), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2 through the Exchange Agent, certificates representing the shares of CIBER Merger Partner Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The such shares of CIBER Merger Partner Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto or cash deposited by Merger Partner in accordance with this Section 2.3, are being hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 2.2 in exchange for outstanding shares of Company Common Stock, together with cash to be paid in lieu of fractional shares. The aggregate number of shares of Merger Partner Common Stock which shall be issuable shall be a number of such shares equal to the Exchange Ratio multiplied by the total number of outstanding shares of Company Common Stock as of the Effective Time, subject to adjustments for nonissuance of fractional shares as provided herein." (b) As soon as reasonably practicable after the Effective Time, Merger Partner and the Surviving Corporation shall cause the Exchange Agent shall to mail to the each holder of record holders of SCB Stock a Certificate or Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the Certificates shall pass, only upon delivery of such SCB Stock the Certificates to the Exchange AgentAgent accompanied by a properly executed letter of transmittal and shall be in such form and have such other provisions as Merger Partner and Company may reasonably specify), and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER shares of Merger Partner Common Stock and cashStock. Upon the surrender of an SCB Stock Certificate to the Exchange Agent of one or more Certificates for exchangecancellation, together with a duly executed such letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBERduly executed, (1) the holder of such SCB Stock Certificate shall will be entitled to receive in exchange therefor a certificate certificates representing the that number of whole shares of CIBER Merger Partner Common Stock constituting to be issued in respect of the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner aggregate number of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.Company

Exchange of Certificates. (a) Promptly Prior to the Effective Time, CP&L shall appoint the Exchange Agent to act as the exchange agent in connection with the Merger. From and after the Effective Time, CIBER shall deposit, or shall cause each holder of a certificate which immediately prior to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER the Effective Time represented outstanding shares of NCNG Common Stock (the "Certificates") shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent") , a certificate or certificates representing the number of whole shares of CP&L Common Stock into which such holder's shares were converted in the Merger (together with cash in lieu of any fractional share and any dividends or other distributions with respect to such whole shares of CP&L Common Stock with a record date after the Effective Time). Immediately prior to the Effective Time, CP&L will deliver to the Exchange Agent, in trust for the benefit of the holders of the Certificates, (i) certificates representing the shares of CIBER CP&L Common Stock issuable pursuant necessary to this Article II, make the exchanges contemplated by Section 3.1 hereof on a timely basis and (ii) cash in immediately available funds in an amount sufficient to pay any dividends or other distributions with respect to the Cash Consideration whole shares of CP&L Common Stock with a record date after the Effective Time allocable to each holder of a Certificate. The Exchange Agent will then determine the number of whole shares and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER CP&L Common Stock and cash amounts so deposited with allocable to each holder of a Certificate. Upon the Exchange Agent's determination of the aggregate number of such fractional shares, the Exchange Agent, together with any dividends acting on behalf of the holders thereof, will sell, or distributions received by cause another independent agent to sell, for cash on the Exchange Agent with respect open market, a number of shares of CP&L Common Stock equal to such shares, are referred aggregate number of fractional shares and shall deliver the allocable portion of the sales proceeds to collectively as the "Exchange Fundeach holder of a Certificate to whom such fractional shares were allocable." (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of NCNG Common Stock as of the record holders of SCB Stock Certificates (i) Effective Time, a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), ) and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER shares of CP&L Common Stock and cash(together with cash in lieu of any fractional share). Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchangeof a Certificate, together with a duly executed such letter of transmittaltransmittal duly executed, and such any other documents as may be reasonably required by the Exchange Agent or CIBERdocuments, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER CP&L Common Stock constituting the Stock Consideration as set forth herein (together with cash in lieu of any fractional share and any dividends or other distributions with respect to such whole shares of CIBER CP&L Common Stock with a record date after the Effective Time), and such Certificate shall forthwith be canceled. No holder of a Certificate or Certificates shall be entitled to receive any dividend or other distribution from CP&L until the surrender of such holder's Certificate for a certificate or certificates representing shares of CP&L Common Stock) and the Cash Consideration that . Upon such holder has the right to receive pursuant surrender, there shall be paid to the provisions holder the amount of Section 2.5any dividends or other distributions (without interest) which became payable after the Effective Time, and (2) but which were not paid by reason of the SCB foregoing, with respect to the number of whole shares of CP&L Common Stock represented by the certificates issued upon surrender. If delivery of CP&L Common Stock is to be made to a person other than the person in whose name the Certificate surrendered is registered or if any certificate for shares of CP&L Common Stock is to be issued in a name other than that in which the Certificate surrendered therefor is registered, it shall be a condition of such delivery or issuance that the Certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that the person requesting such delivery or issuance shall pay any transfer or other taxes required by reason of such delivery or issuance to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of CP&L that such tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.73.2, each SCB Stock Certificate shall represent for all purposes only the right to receive shares of CP&L Common Stock (and cash in lieu of any fractional share) as provided in Section 3.1 hereto, without any interest thereon. (c) After the Effective Time, there shall be deemedno transfers on the stock transfer books of NCNG of the shares of NCNG Common Stock that were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates are presented to represent CP&L or NCNG for transfer, they shall be canceled and exchanged for shares of CP&L Common Stock (and cash in lieu of any fractional share and any dividends or other distributions with respect to such whole shares of CP&L Common Stock with a record date after the Effective Time) as provided in Section 3.1 hereof, in accordance with the procedures set forth in this Section 3.2. (d) Any shares of CP&L Common Stock (and any accrued dividends and distributions thereon), and any cash received by the Exchange Agent for payment in lieu of fractional shares, that remain unclaimed by the former shareholders of NCNG one hundred eighty (180) days after the Effective Time shall be delivered by the Exchange Agent to CP&L. Any former shareholders of NCNG who have not theretofore complied with this Section 3.2 shall thereafter look only to CP&L for satisfaction of their claim for the right consideration set forth herein, without any interest thereon. Notwithstanding the foregoing, neither CP&L nor NCNG shall be liable to receive any holder of shares of NCNG Common Stock for any shares of CP&L Common Stock (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the Merger Consideration event of any reclassification, stock split, stock dividend or other transaction having a similar effect with respect to NCNG Common Stock or CP&L Common Stock, any change or conversion of the NCNG Common Stock or CP&L Common Stock into other securities or any other dividend or distribution with respect thereto other than cash dividends and distributions permitted under this Agreement (or if a record date with respect to any of the foregoing should occur), prior to the Effective Time, appropriate and proportionate adjustments, if any, shall be made to the Exchange Ratio and all references to the Exchange Ratio in this Agreement shall be deemed to be to such Exchange Ratio as contemplated so adjusted. (f) CP&L shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of NCNG Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Section 2.5. CP&L, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of NCNG Common Stock in respect of which such deduction and withholding was made by CP&L. (g) If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent upon the making of an affidavit of that fact by the person claiming such Certificate to the issuance of any certificate representing CIBER Common Stock, require the owner of such be lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver and, if required by CP&L, the posting by such person of a bond (bond, in such sum reasonable amount as CIBER CP&L may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent or CIBER it with respect to such SCB Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate any CP&L Common Stock, any cash in lieu of fractional shares of CP&L Common Stock Certificate. (c) No and any dividends or other distributions declared or made with respect to CIBER Common Stock with a date after which the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be thereof are entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidSection 3.2. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly As promptly as possible after the Effective Time, CIBER Sensytech shall depositnotify its transfer agent (the “Transfer Agent”) of the names of former Argon shareholders and the number of shares of Sensytech Common Stock then held by them as a result of the Merger. Sensytech shall, as promptly as possible, send, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (sent, to each of the "Exchange Agent") (i) former Argon shareholders, notice and instructions for surrender of such holders’ Argon stock certificates representing in exchange for Sensytech stock certificates and shall arrange for the shares exchange of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange FundArgon stock certificates for Sensytech stock certificates." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal, and such other documents as may be reasonably required by the Exchange Agent or CIBER, (1) the holder of such SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.73.4, each SCB Stock Certificate Argon stock certificate shall be deemed, from and deemed at all times after the Effective Time, Time to represent only that number of shares of Sensytech Common Stock into which the shares of Argon Common Stock represented by such Argon stock certificate have been converted as provided in this Article III and the right to receive the Merger Consideration upon such surrender cash in lieu of any fractional shares of Sensytech Common Stock as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate3.4(e). (c) No dividends or other distributions declared or made with respect to CIBER Sensytech Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate Argon stock certificate with respect to the shares of CIBER Sensytech Common Stock that represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder has pursuant to Section 3.4(e), until the right to receive in the Merger until holder of such holder surrenders Argon stock certificate shall surrender such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject Argon stock certificate. Subject to the effect of any applicable escheat or similar laws, following the surrender of any such Argon stock certificate, there shall be delivered to receive all such dividends and distributionsthe holder of that certificate a stock certificate representing the number of whole shares of Sensytech Common Stock into which the shares represented by the Argon stock certificate have been converted, without interest), plus (A) at the time of such surrender, the amount of any cash payable with respect to any fractional share of Sensytech Common Stock to which such holder is entitled pursuant to Section 3.4(e) and the amount of dividends or other distributions in respect to Sensytech Common Stock with a record date after the Effective Time which has theretofore paid (but withheld pursuant to this Section 3.4) with respect to such whole shares of Sensytech Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions in respect of Sensytech Common Stock with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Sensytech Common Stock. (d) Any portion All shares of Sensytech Common Stock issued upon conversion of shares of Argon Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 3.4(c) or 3.4(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Argon Common Stock, and there shall be no further registration of transfers on the stock transfer books of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as Surviving Corporation of the date 180 days shares of Argon Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time Time, Argon stock certificates are presented to the Sensytech or the Surviving Corporation for any reason, they shall become the general funds of CIBERbe cancelled and exchanged as provided in this Article III. (e) The Exchange Agent No certificates or scrip representing fractional shares of Sensytech Common Stock shall be entitled issued upon the surrender for exchange of Argon stock certificates, and such fractional share interests will not entitle the owner thereof to deduct and withhold from any consideration payable vote as, or otherwise deliverable pursuant to this Agreement to any holder or former rights of, a stockholder of Sensytech. In lieu of any such fractional shares, upon surrender of the applicable Argon stock certificates, Sensytech shall pay each holder of SCB Argon Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of stateStock, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts who would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable entitled to any holder or former holder receive a fraction of SCB a share of Sensytech Common Stock upon surrender of his or her Argon stock certificates pursuant to any other Person with respect this Article III, an amount in cash equal to any the product obtained by multiplying (a) the fractional share interest to which such holder (after taking into account all shares of CIBER Argon Common Stock held at the Effective Time by such holder) by (or dividends or distributions with respect thereto)b) the closing price on the Nasdaq National Market at the close of the Nasdaq regular session of trading, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementa share of Sensytech Common Stock on the last trading day immediately preceding the Effective Time.

Exchange of Certificates. (a) Promptly after CNT shall, promptly following the Effective Time, CIBER shall deposit, or shall cause deposit the Merger Consideration with an exchange agent designated by CNT and reasonably acceptable to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER SPX (the "Exchange Agent") (i) certificates representing ), for the benefit of the holders of shares of CIBER Company Common Stock issuable pursuant to this Article IIStock, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares for exchange in accordance with this Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to 2.6 (such shares, are deposit being hereinafter referred to collectively as the "Exchange Fund")." (ba) As soon as reasonably practicable after the Effective Time, CNT will instruct the Exchange Agent shall to mail to the each holder of record holders of SCB Company Stock Certificates whose shares were converted into the right to receive cash pursuant to Section 2.5(c) (each such holder, a "Former Company Shareholder") (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably (which shall specify (including a provision confirming that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB the Company Stock Certificates shall pass, only upon proper delivery of such SCB Company Stock Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as CNT and SPX may reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Company Stock Certificates in exchange for certificates representing CIBER Common Stock and cashCertificates. Upon surrender of an SCB Stock Certificate to the Exchange Agent of a Company Stock Certificate for exchangecancellation, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number amount of whole shares of CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) which such holder is entitled to pursuant to Section 2.5(c), and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, cash may be paid in accordance with this Article II to a transferee if the Company Stock Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.72.6, each SCB Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, payable in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificatethereof. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. 6.2.1 As of the Effective Time, all shares of Target Common Stock and Target Preferred Stock that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist, and all such shares (aother than dissenters' shares) Promptly will be converted into the right to receive from Acquirer the number of shares of Acquirer Common Stock determined as set forth in Section 1.1, subject to Section 1.2 hereof. 6.2.2 At and after the Effective Time, CIBER shall deposit, or shall cause to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER (the "Exchange Agent") (i) certificates each certificate representing the outstanding shares of CIBER Common Stock issuable pursuant to this Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Target Common Stock and cash amounts so deposited with Target Preferred Stock will represent the Exchange Agent, together with any dividends or distributions received by right to receive the Exchange Agent with respect to number of shares of Acquirer Common Stock into which such shares, are referred to collectively as the "Exchange Fund." (b) shares of Target Common Stock and Target Preferred Stock have been converted. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall exchange agent (the "EXCHANGE AGENT") engaged by Acquirer for the purpose of exchanging the certificates representing the shares of Target Stock (the "TARGET CERTIFICATES") will prepare and mail to the record holders of SCB Stock Certificates (i) a letter of transmittal in customary a form and containing such provisions as CIBER may reasonably specify acceptable to Target requesting each holder of shares of Target Stock to surrender (including a provision confirming that delivery of SCB Stock a) the Target Certificates shall be effected, and risk of loss and title to SCB Stock Certificates shall pass, only upon delivery of such SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of SCB Stock Certificates in exchange for certificates representing CIBER Common Stock and cash. Upon surrender of an SCB Stock Certificate to the Exchange Agent for exchange, cancellation or (b) an affidavit of lost certificate and a bond in form reasonably satisfactory to the Exchange Agent (a "BOND") together with a duly executed and completed letter of transmittaltransmittal and will execute and deliver representations as to such Target Shareholders' valid and marketable title to such holder's shares of Target Common Stock and Target Preferred Stock (the "TARGET SHAREHOLDER Representations"). In addition, in the event that a Permit is not obtained or an S-4 Registration Statement filed with the SEC (as set forth in Section 4.6.1, 4.6.2, 5.4.1, and 5.4.2 above, each Target Shareholder shall deliver to Acquirer a representation letter stating that such Target Shareholder is acquiring the Acquirer Common Stock exchanged for the Target Stock for investment purposes and not with a view to any distribution thereof, and such other documents matters as Acquirer may be reasonably required by require in order to establish a Private Placement exempt from registration under the Securities Act. Promptly following the Effective Time and receipt of Target Certificates and/or the Bonds and Target Shareholder Representations, the Exchange Agent or CIBERwill issue to such surrendering holder certificate(s) for the number of shares of Acquirer Common Stock to which such holder is entitled pursuant to Section 1.1, subject to Section 1.2 hereof, and Acquirer will distribute any cash payable under Section 1.2; provided that the Target Shareholder Founders (1who will be parties to the Escrow Agreement) the holder of such SCB Stock Certificate shall be entitled to will receive in exchange therefor a certificate certificates representing the number of whole shares of CIBER Acquirer Common Stock constituting to which such Target Shareholder Founder is entitled pursuant to Section 1.1, subject to Section 1.2 hereof, LESS any such shares of Acquirer Common Stock that are deemed Escrow Shares in accordance with Section 1.3 hereof and in accordance with the Escrow Agreement. Notwithstanding the foregoing, no holder of shares of Target Common Stock Consideration will receive certificates representing shares of Acquirer Common Stock in exchange for such Target Common Stock until such holder has executed a Founder Vesting Agreement or Employee Vesting Agreement as set forth in Sections 4.19 and 4.21, respectively. 6.2.3 All shares of Acquirer Common Stock (together with and, if applicable, cash in lieu of any fractional share shares) delivered upon the surrender of CIBER Common Stock) and Target Certificates in accordance with the Cash Consideration that such holder has the right to receive pursuant terms hereof will be delivered to the provisions registered holder. After the Effective Time, there will be no further registration of Section 2.5transfers of the shares of Target Common Stock and Target Preferred Stock on the stock transfer books of Target. If, and (2) the SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7, each SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER with respect to such SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Target Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated presented for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), transfer or for any cash amountsother reason, they will be canceled and exchanged and certificates therefor will be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementas provided in this Section 6.

Exchange of Certificates. (a) Promptly after From time to time, as necessary, at or following the Effective Time, CIBER shall depositthe Parent must make available to Computershare Investor Services, LLC or shall cause such other commercial bank or trust company designated by the Parent and reasonably satisfactory to be deposited with CIBER's Corporate Secretary or a third party selected by CIBER the Company (the "Exchange Paying Agent") (i) certificates representing ), for the benefit of the holders of shares of CIBER Company Common Stock issuable (other than Cancelled Shares and Dissenting Shares), cash in the amount required to be exchanged for shares of Company Common Stock in the Merger pursuant to this Article II, and Section 3.3 (ii) such cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are being hereinafter referred to collectively as the "Exchange Fund"). The Paying Agent must, pursuant to irrevocable instructions, deliver the cash contemplated to be paid pursuant to Section 3.3 out of the Exchange Fund. Except as contemplated by Section 3.4(f), the Exchange Fund must not be used for any other purpose." (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Parent must cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (to the record holders extent such certificates have not already been submitted to the Paying Agent) which immediately prior to the Effective Time represented outstanding shares (other than Cancelled Shares and Dissenting Shares) of SCB Company Common Stock Certificates (the "Certificates") (i) a letter of transmittal (which will be in customary form and containing such provisions as CIBER may reasonably will specify (including a provision confirming that delivery of SCB Stock Certificates shall will be effected, and risk of loss and title to SCB Stock the Certificates shall will pass, only upon proper delivery of such SCB Stock the Certificates to the Exchange Agent), Paying Agent and will be in such form and have such other provisions as the Parent and the Paying Agent will reasonably specify) and (ii) instructions for use in effecting the surrender of SCB Stock the Certificates in exchange for certificates representing CIBER the Merger Consideration into which the number of shares of Company Common Stock and cash. previously represented by such certificates will have been converted into the right to receive pursuant to this Agreement. (c) Upon surrender of an SCB Stock Certificate to the Exchange Paying Agent of a Certificate for exchangecancellation, together with a duly executed such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Paying Agent or CIBERpursuant to such instructions, (1) the holder of such SCB Stock Certificate shall will be entitled to receive in exchange therefor a certificate representing the number Merger Consideration for each share of whole shares of CIBER Company Common Stock constituting formerly represented by such Certificate, to be distributed as soon as practicable after the Stock Consideration Effective Time (together with cash after giving effect to any required tax withholding) in lieu of any fractional share of CIBER Common Stock) each case without interest, and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and (2) the SCB Stock Certificate so surrendered shall will immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.73.4, each SCB Stock Certificate shall will be deemed, from and deemed at all times after the Effective Time, Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. (d) Cash paid upon conversion of the shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock and, following the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as contemplated provided in this Section 3.4. From and after the Effective Time, holders of Certificates will cease to have any rights as stockholders of the Company, except as provided by law. (e) To the extent permitted by applicable law, any portion of the Exchange Fund which remains undistributed to the holders of shares of Company Common Stock six months after the Effective Time will be delivered to the Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Article 3 must thereafter look only, as general creditors, only to the Parent for the Merger Consideration, without interest. Any portion of the Exchange Fund remaining unclaimed by holders of shares of Company Common Stock three years after the Effective Time (or such earlier date, as is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity) will, to the extent permitted by applicable law, become the property of the Parent free and clear of any claims or interest of any person previously entitled thereto. (f) Notwithstanding Section 2.53.3, none of the Paying Agent, the Parent nor the Surviving Corporation will be liable to any holder of shares of Company Common Stock for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Parent, as the case may be, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Parent, as the case may be. (h) If any SCB Stock Certificate shall will have been lost, stolen or destroyed, CIBER may, in its discretion and as a condition precedent upon the delivery to the issuance Paying Agent of any certificate representing CIBER Common Stock, require an affidavit of that fact by the owner of person claiming such Certificate to be lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver and, if required by the Surviving Corporation, the posting by such person of a bond (bond, in such sum reasonable amount as CIBER the Surviving Corporation may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent or CIBER it with respect to such SCB Stock Certificate. (c) No dividends , the Paying Agent will issue in exchange for such lost, stolen or other distributions declared or made with respect to CIBER Common Stock with a date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock destroyed Certificate with respect to the shares of CIBER Common Stock that such holder has the right to receive in the Merger until such holder surrenders such SCB Stock Certificate in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Consideration. (d) Any portion of the Exchange Fund that remains undistributed to holders of SCB Stock Certificates as of the date 180 days after the Effective Time shall become the general funds of CIBER. (e) The Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Promptly after As of the Effective Time, CIBER FLCI shall depositsupply, or shall cause to be deposited with CIBER's Corporate Secretary supplied, to or for the account of a third party selected bank or trust company to be designated by CIBER FLCI (the "Exchange AgentEXCHANGE AGENT") ), in trust for the benefit of the holders of USOL Stock (i) other than the Cancelled Shares), for exchange in accordance with this Section 2.7, certificates representing evidencing the shares of CIBER Common FLCI Stock issuable pursuant to this Article II, Sections 2.6(a) and (ii2.6(b) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 2.5(g). The shares of CIBER Common exchange for outstanding USOL Stock and all cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect required to such shares, are referred be paid pursuant to collectively as the "Exchange FundSections 2.6(e) and 2.7(c)." (b) As soon as reasonably practicable after the Effective Time, FLCI shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the record holders "USOL CERTIFICATES") which immediately prior to the Effective Time evidenced outstanding shares of SCB Stock Certificates USOL Stock, other than Cancelled Shares, (i) a letter of transmittal in customary form and containing such provisions as CIBER may reasonably specify (including a provision confirming transmittal, which letter shall specify, among other conditions, that delivery of SCB Stock Certificates shall be effected, and risk of loss and title to SCB Stock the USOL Certificates shall pass, only upon proper delivery of such SCB Stock the USOL Certificates to the Exchange Agent), and (ii) instructions for use in effecting to effect the surrender of SCB Stock the USOL Certificates in exchange for the certificates representing CIBER Common evidencing shares of FLCI Stock and (the "FLCI CERTIFICATES") and, in lieu of any fractional shares thereof, cash. Upon surrender of an SCB Stock a USOL Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by FLCI or the Exchange Agent or CIBERAgent, (1) the holder of such SCB Stock USOL Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) FLCI Certificates evidencing that whole number of whole shares of CIBER Common FLCI Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that which such holder has the right to receive in respect of the shares of USOL Stock formerly evidenced by such USOL Certificate in accordance with applicable provisions hereof; (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c); and (C) cash in lieu of a fractional share of FLCI Stock to which such holder is entitled pursuant to Section 2.6(e) (such FLCI Stock, rights, dividends, distributions and cash in lieu of fractional shares together with any amounts to be withheld pursuant to Section 2.7(f) being collectively referred to as the provisions of Section 2.5"MERGER CONSIDERATION"), and (2) the SCB Stock USOL Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of USOL Stock which is not registered in the transfer records of USOL as of the Effective Time, FLCI Stock and cash may be issued and paid in accordance with this Article II to a transferee if the applicable certificate is presented to the Exchange Agent, accompanied by all documents required by law to evidence and effect such transfer pursuant to this Section 2.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7so surrendered, each SCB Stock outstanding USOL Certificate which represented shares of USOL Stock, shall be deemed, deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to represent only evidence the ownership of the number of full shares of FLCI Stock into which such shares of USOL Stock may be exchanged in accordance herewith and the right to receive the Merger Consideration as contemplated by Section 2.5. If any SCB Stock Certificate shall have been lost, stolen or destroyed, CIBER may, an amount in its discretion and as a condition precedent to cash in lieu of the issuance of any certificate representing CIBER Common Stock, require the owner of such lost, stolen or destroyed SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (fractional shares in such sum as CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent or CIBER accordance with respect to such SCB Stock CertificateSection 2.6(e). (c) No dividends or other distributions declared or made with respect to CIBER Common FLCI Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered SCB Stock USOL Certificate with respect to the shares of CIBER Common FLCI Stock that such holder has the right is entitled to receive in the Merger until such holder surrenders shall surrender such SCB Stock Certificate in accordance with this Section 2.7 (at which time USOL Certificate. Subject to applicable law, following the surrender of any such holder USOL Certificate, there shall be entitled, subject paid to the effect record holder of applicable escheat or similar laws, to receive all such dividends and distributionsthe FLCI Certificates issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of FLCI Stock. (d) Any portion If any FLCI Certificate is to be issued in a name other than that in which the USOL Certificate surrendered in exchange therefor is registered, it shall be a condition of the Exchange Fund issuance thereof that remains undistributed the USOL Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall have paid to holders of SCB Stock Certificates as FLCI, or any agent designated by FLCI, any transfer or other taxes required by reason of the date 180 days after issuance of an FLCI Certificate in any name other than that of the Effective Time shall become registered holder of the general funds of CIBERUSOL Certificate surrendered. (e) The FLCI and USOL shall have no liability to any holder of USOL Stock for any Merger Consideration (or dividends or distributions with respect thereto) which are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) FLCI or the Exchange Agent shall be entitled to deduct and withhold from any consideration the Merger Consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of SCB Common USOL Stock such amounts as FLCI or the Exchange Agent may be required to be deducted or withheld therefrom under the Code or deduct and withhold with respect to any provision of Federal, state, local or foreign tax law or under any other applicable Legal RequirementTax laws. To the extent such that amounts are so deducted withheld by FLCI or withheldthe Exchange Agent, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither CIBER nor the Surviving Corporation shall be liable to any holder or former holder of SCB Common Stock the shares in respect of which such deduction and withholding was made by FLCI or to any other Person with respect to any shares of CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Exchange Agent.