EXHIBIT 2
VOTING AND OPTION AGREEMENT
DATED AS OF OCTOBER __, 2003
BETWEEN
CIBER, INC.
AND
T. ▇▇▇▇▇ ▇▇▇▇
AND
T. ▇▇▇▇▇ ▇▇▇▇, JR.
AND
▇▇▇▇▇▇▇ ▇▇▇▇
VOTING AND OPTION AGREEMENT
VOTING AND OPTION AGREEMENT, dated as of October __, 2003, between
CIBER, INC., a Delaware corporation ("CIBER"), and the persons listed on
signature pages hereof (each, a "Shareholder" and, collectively, the
"Shareholders").
RECITALS
1. Each Shareholder owns the number of shares of Common Stock, par
value $0.01 per share (the "Common Stock"), of SCB Computer Technology, Inc., a
Tennessee corporation (the "Company"), set forth opposite such Shareholder's
name on Schedule A hereto (such shares of Common Stock, together with any other
shares of capital stock of the Company acquired by any Shareholder after the
date hereof and during the term of this Agreement, being collectively referred
to herein as the "Subject Shares");
2. Concurrently with the execution and delivery of this Agreement,
CIBER, SCB Acquisition Corporation and the Company are entering into an
Agreement and Plan of Merger (as the same may from time to time be modified,
supplemented or restated, the "Merger Agreement") providing for the merger of
SCB Acquisition Corporation with and into the Company (the "Merger") upon the
terms and subject to the conditions set forth therein; and
3. As a condition and inducement to CIBER's willingness to enter into
the Merger Agreement, the Shareholders desire to enter into this Agreement,
pursuant to which the Shareholders are agreeing, among other things, to vote the
Subject Shares in favor of the adoption of the Merger Agreement and grant CIBER
the right to purchase the Subject Shares on the terms herein specified.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, and intending to be legally bound hereby, the parties agree as
follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
OF EACH SHAREHOLDER
Each Shareholder, severally and not jointly, represents and warrants to
CIBER as follows:
Section 1.1. Authority. Such Shareholder has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by such Shareholder and constitutes a valid and binding obligation of
such Shareholder enforceable in accordance with its terms. If such Shareholder
is married and the Subject Shares of such Shareholder constitute community
property or otherwise need spousal or other approval for this Agreement to be
legal, valid and binding with respect to such Subject Shares, this Agreement has
been duly executed and delivered by, and constitutes a valid and binding
agreement of, such Shareholder's spouse, enforceable against such spouse in
accordance with its terms.
Section 1.2. No Conflicts; Required Filings and Consents.
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(a) Neither the execution and delivery of this Agreement, nor
the consummation of the transactions contemplated hereby and compliance with the
terms hereof will violate, conflict with or result in a breach, or constitute a
default (with or without due notice of lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law, ordinance,
rule or regulation applicable to such Shareholder or to such Shareholder's
property or assets.
(b) The execution and delivery of this Agreement by such
Shareholder do not, and the performance of this Agreement by such Shareholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any Governmental Entity (as defined in the Merger
Agreement), except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not,
individually or in the aggregate, prevent or materially delay the performance by
such Shareholder of any of his obligations under this Agreement.
Section 1.3. The Subject Shares. Such Shareholder is the record and
beneficial owner of, and has good and marketable title to, the Subject Shares
set forth opposite such Shareholder's name on Schedule A hereto, free and clear
of any mortgage, lien, pledge, charge, encumbrance, security interest or other
adverse claim. Such Shareholder does not own, of record or beneficially, any
shares of capital stock of the Company other than the Subject Shares set forth
opposite such Shareholder's name on Schedule A hereto. Such Shareholder has the
sole right to vote, or to dispose, of such Subject Shares, and none of such
Subject Shares is subject to any agreement, arrangement or restriction with
respect to the voting of such Subject Shares, except as contemplated by this
Agreement. There are no agreements or arrangements of any kind, contingent or
otherwise, obligating such Shareholder to sell, transfer, assign, grant a
participation interest in, option, pledge, hypothecate or otherwise dispose or
encumber (each, a "Transfer"), or cause to be Transferred, any of the Subject
Shares, and no Person (as defined in the Merger Agreement) has any contractual
or other right or obligation to purchase or otherwise acquire any of the Subject
Shares.
Section 1.4. Reliance by CIBER. Such Shareholder understands and
acknowledges that CIBER is entering into the Merger Agreement in reliance upon
such Shareholder's execution and delivery of this Agreement and the
representations, warranties, and agreements of such Shareholder herein.
Section 1.5. Litigation. There is no action, proceeding or
investigation pending or threatened against such Shareholder that questions the
validity of this Agreement or any action taken or to be taken by such
Shareholder in connection with this Agreement.
Section 1.6. Finder's Fees. No broker, investment bank, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of the
Shareholders. The arrangements with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ referred to in the Merger
Agreement shall not be deemed to constitute arrangements made by or on behalf of
the Shareholders.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF CIBER
CIBER represents and warrants to each of the Shareholders as follows:
Section 2.1. Authority. CIBER has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly authorized, executed and delivered by CIBER
and constitutes a valid and binding obligation of CIBER enforceable in
accordance with its terms.
Section 2.2. No Conflicts; Required Filings and Consents.
-------------------------------------------
(a) Neither the execution and delivery of this Agreement, nor
the consummation of the transactions contemplated hereby and compliance with the
terms hereof will violate, conflict with or result in a breach, or constitute a
default (with or without due notice of lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law, ordinance,
rule or regulation applicable to CIBER or to CIBER's property or assets.
(b) The execution and delivery of this Agreement by CIBER does
not, and the performance of this Agreement by CIBER will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Governmental Entity (as defined in the Merger Agreement), except for the
filing by CIBER of a Form 13D and, in the event of a Triggering Event (as
defined herein), a Form 3 with the Securities and Exchange Commission, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, individually or in
the aggregate, prevent or materially delay the performance by CIBER of any of
its obligations under this Agreement.
ARTICLE III
VOTING OF SUBJECT SHARES
Section 3.1. Agreement to Vote. From the date hereof, and until the
termination of this Agreement in accordance with Section 6.1, each Shareholder,
severally and not jointly, agrees as follows:
(a) At any meeting of shareholders of the Company called to
vote upon the Merger and the Merger Agreement or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought, each Shareholder shall vote (or cause to be voted) the
Subject Shares in favor of the adoption by the Company of the Merger and the
approval of the Merger Agreement and any actions required in furtherance thereof
and each of the transactions contemplated by the Merger Agreement.
(b) At any meeting of shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which a vote, consent or
other approval of all or some of the shareholders of the Company is sought, each
Shareholder shall vote (or cause to be voted) its Subject Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale or transfer of a material amount of assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company, and (ii) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the Company
or any of its subsidiaries, which amendment or other proposal or transaction
would in any manner delay, impede, frustrate, prevent or nullify the Merger, the
Merger Agreement or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of the Subject Shares other
than in connection with the transactions contemplated by the Merger. Each
Shareholder further agrees not to commit or agree to take any action
inconsistent with the foregoing.
Section 3.2. No Solicitation of Transactions. Subject to the terms of
Section 5.1, none of the Shareholders nor any of their affiliates shall,
directly or indirectly, and each Shareholder shall instruct his agents, advisors
and other representatives (including without limitation, any investment banker,
attorney or accountant retained by it) not to, directly or indirectly, initiate,
solicit, encourage or facilitate (including by way of furnishing information)
any inquiries or proposals regarding any Acquisition Proposal (as defined in the
Merger Agreement). Each Shareholder and each of his agents, advisors and other
representatives shall immediately cease and cause to be terminated any existing
discussions or negotiations with any person (other than CIBER) conducted
heretofore with respect to any of the foregoing. Each Shareholder shall promptly
advise CIBER orally and in writing of (x) any proposal for an Acquisition
Proposal or any request for information with respect to any proposal for an
Acquisition Proposal received by such Shareholder or any of his agents, advisors
or other representatives, the material terms and conditions of such proposal for
an Acquisition Proposal or request and the identity of the person making such
proposal for an Acquisition Proposal or request (and provide CIBER with copies
of any written proposal for an Acquisition Proposal or amendments or supplements
thereto) and (y) any changes in any such proposal for an Acquisition Proposal or
request.
ARTICLE IV
ADDITIONAL AGREEMENTS
Section 4.1. No Disposition or Encumbrance of Subject Shares. Except as
provided in the next to the last sentence of this Section 4.1, each Shareholder
agrees not to, directly or indirectly, (i) Transfer or enter into any agreement,
option or other arrangement (including any profit sharing arrangement) with
respect to the Transfer of, any Subject Shares to any Person, other than in
accordance with the Merger Agreement or (ii) grant any proxies, deposit any
Subject Shares into any voting trust or enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, with respect to the Subject
Shares, other than pursuant to this Agreement. Subject to the next to the last
sentence of this Section 4.1, each Shareholder further agrees not to commit or
agree to take any of the foregoing actions. Notwithstanding the foregoing, each
Shareholder shall have the right to Transfer its Subject Shares to a Permitted
Transferee (as defined in this Section 4.1) of such Shareholder if and only if
such Permitted Transferee shall have agreed in writing, in a manner reasonably
acceptable in form and substance to CIBER, (i) to accept such Subject Shares
subject to the terms and conditions of this Agreement and (ii) to be bound by
this Agreement and to agree and acknowledge that such Person shall constitute a
Shareholder for all purposes of this Agreement. "Permitted Transferee" means,
with respect to any Shareholder, (A) any other Shareholder, (B) a spouse or
lineal descendant (whether natural or adopted), sibling, parent, heir, executor,
administrator, testamentary trustee, lifetime trustee or legatee of such
Shareholder, (C) any trust, the trustees of which include only the Persons named
in clause (A) or (B) and the beneficiaries of which include only the Persons
named in clause (A) or (B), or (D) any corporation, limited liability company or
partnership, the shareholders, members or general or limited partners of which
include only the Persons named in clause (A) or (B).
Section 4.2. Disclosure. Each of the Shareholders hereby permits CIBER
to publish and disclose in all documents and schedules filed with or furnished
to the SEC in connection with the Merger, such Shareholder's identity and
ownership of the Subject Shares and the nature of such Shareholder's
commitments, arrangements and understandings under this Agreement.
Section 4.3. Reasonable Efforts. Each Shareholder shall use all
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Merger and the other transactions
contemplated by the Merger Agreement, and to carry out the intent and purposes
of this Agreement.
Section 4.4. Irrevocable Proxy. Each Option Shareholder (as defined
below) hereby constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇ with full power of
substitution, as the proxy pursuant to the provisions of Section ▇▇-▇▇-▇▇▇ of
the Tennessee Business Corporation Act and attorney of such Option Shareholder,
and hereby authorizes and empowers ▇▇▇▇▇ ▇▇▇▇▇▇ to represent, vote and otherwise
act (by voting at any meeting of the shareholders of the Company, by written
consent in lieu thereof or otherwise) with respect to the Option Shares (as
defined below) owned or held by such Option Shareholder regarding the matters
referred to in Sections 3.1(a) and (b) until the termination of this Agreement,
to the same extent and with the same effect as such Option Shareholder might or
could do under applicable law, rules and regulations. The proxy granted pursuant
to the immediately preceding sentence is coupled with an interest and shall be
irrevocable. Each Option Shareholder hereby revokes any and all previous proxies
or powers of attorney granted with respect to any of the Option Shares owned or
held by such Option Shareholder regarding the matters referred to in Sections
3.1(a) and (b).
Section 4.5. Option.
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(a) The Shareholders other than T. ▇▇▇▇▇ ▇▇▇▇ Jr. (the "Option
Shareholders") hereby grant to CIBER an irrevocable option (the "Option") to
purchase that portion of the Subject Shares held by each Option Shareholder (the
"Option Shares") at a price of $2.15 per share, subject to adjustment as
provided in Section 4.5(c) (as adjusted, the "Option Price"). The Option shall
be exercisable at any time after the occurrence of a Triggering Event (as
defined in the Merger Agreement) and prior to the Option Termination Date (as
defined herein).
(b) If CIBER elects to exercise the Option, CIBER shall notify
the Option Shareholders of such election by delivering a written notice to that
effect setting forth the date for the consummation of the purchase (such date
being referred to as the "Option Closing Date"), which date shall be no earlier
than ten (10) days after the Triggering Event or later than thirty (30) days
after the date the notice is delivered. CIBER shall have the right to exercise
the Option as to all, but not less than all, of the Option Shares. On the Option
Closing Date, CIBER shall pay to each of the Option Shareholders an amount equal
to the number of Option Shares being sold by such person multiplied by the
Option Price. Such amount shall be paid by wire transfer of immediately
available funds to such account or accounts of the selling Option Shareholders
as such Option Shareholder shall designate to CIBER, not less than three (3)
business days prior to the Option Closing Date. On the Option Closing Date, the
Option Shareholders shall deliver to CIBER stock certificates representing all
of the Option Shares, duly endorsed in blank or accompanied by duly executed
instruments of transfer. Each Option Shareholder shall deliver his Option Shares
to CIBER free and clear of security interests, liens and rights of third
parties.
(c) If the Company shall at any time subdivide or split its
outstanding shares of Common Stock into a greater number of shares or declare
any dividend on the Common Stock payable in shares of Common Stock, the Option
Price in effect immediately prior to such subdivision, split, or dividend shall
be proportionately decreased, and conversely, if the outstanding shares of
Common Stock shall be combined into a smaller number, the Option Price in effect
immediately prior to such combination shall be proportionately increased.
(d) The "Option Termination Date" shall mean the earlier of
(i) the Effective Time (as defined in the Merger Agreement), or (ii) the closing
of a transaction that causes the Triggering Event, but in no event not later
than one year after the date of the Triggering Event.
(e) Upon the written request of CIBER, the Option Shareholders
shall deliver the Option Shares to the Company and instruct the Company to place
the following legend on each certificate representing the Option Shares and
record corresponding stop transfer instructions to its transfer agent:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A
VOTING AND OPTION AGREEMENT DATED AS OF OCTOBER __, 2003 BY AND AMONG CIBER,
INC., T. ▇▇▇▇▇ ▇▇▇▇, T. ▇▇▇▇▇ ▇▇▇▇, JR. AND ▇▇▇▇▇▇▇ ▇▇▇▇. COPIES OF SUCH
AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY.
ARTICLE V
SHAREHOLDER CAPACITY
Section 5.1. Shareholder Capacity. No Person executing this Agreement
who is or becomes during the term hereof a director or officer of the Company
shall be deemed to make any agreement or understanding in this Agreement in such
Person's capacity as a director or officer. Each Shareholder is entering into
this Agreement solely in its capacity as the record holder or beneficial owner
of such Shareholder's Subject Shares and nothing herein shall limit, restrict or
affect any actions taken by a Shareholder in its capacity as a director or
officer of the Company to the extent specifically permitted by the Merger
Agreement or following the termination of the Merger Agreement.
ARTICLE VI
TERMINATION
Section 6.1. Termination. This Agreement, other than the provisions of
Section 4.5, shall terminate upon the earlier of (x) the Effective Time and (y)
the termination of the Merger Agreement in accordance with its terms, except
that a termination of this Agreement shall not relieve any party from liability
for any breach hereof. The provisions of Section 4.5 shall terminate on the
Option Termination Date.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Additional Shares. In the event any Shareholder becomes
the legal or beneficial owner of any additional shares or other securities of
the Company (the "Additional Securities"), any securities into which such shares
or securities may be converted or exchanged and any securities issued in
replacement of, or as a dividend or distribution on, or otherwise in respect of,
such shares or securities, then the terms of this Agreement shall apply to such
securities. Each Shareholder agrees not to purchase or in any other manner
acquire any Additional Securities, except for the purchase or other acquisition
pursuant to Section 4.1 of Common Stock that is held by another Shareholder as
of the date hereof.
Section 7.2. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee, without giving
effect to its principles or rules of conflicts of laws to the extent that such
principles or rules would require or permit the application of the law of
another jurisdiction.
Section 7.3. Jurisdiction. Each of the parties hereto irrevocably and
unconditionally (i) agrees that any legal suit, action or proceeding brought by
any party hereto arising out of or based upon this Agreement or the transactions
contemplated hereby may be brought in the Courts of the State of Tennessee or
any United States District Court located within the State of Tennessee (each, a
"Tennessee Court"), (ii) waives, to the fullest extent it may effectively do so,
any objection which it may now or hereafter have to the laying of venue of any
such proceeding brought in any Tennessee Court, and any claim that any such
action or proceeding brought in any Tennessee Court has been brought in an
inconvenient forum, and (iii) submits to the non-exclusive jurisdiction of
Tennessee Courts in any suit, action or proceeding. Each of the parties agrees
that a judgment in any suit, action or proceeding brought in a Tennessee Court
shall be conclusive and binding upon it and may be enforced in any other courts
to whose jurisdiction it is or may be subject, by suit upon such judgment.
Section 7.4. WAIVER OF JURY TRIAL. EACH OF THE PARTIES AGREES AND
ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS
AGREEMENT.
Section 7.5. Specific Performance. Each Shareholder acknowledges and
agrees that (i) the obligations and agreements of such Shareholder contained in
this Agreement relate to special, unique and extraordinary matters, (ii) CIBER
is and will be relying on such covenants in connection with entering into the
Merger Agreement and the performance of its obligations under the Merger
Agreement, and (iii) a violation of any of the terms of such Shareholder's
obligations or agreements will cause CIBER irreparable injury for which adequate
remedies are not available at law. Therefore, each Shareholder agrees that CIBER
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain such Shareholder from
committing any violation of such covenants, obligations or agreements. These
injunctive remedies are cumulative and in addition to any other rights and
remedies CIBER may have.
Section 7.6. Amendment, Waivers, etc. Neither this Agreement nor any
term hereof may be amended or otherwise modified other than by an instrument in
writing signed by CIBER and the Shareholders. No provision of this Agreement may
be waived, discharged or terminated other than by an instrument in writing
signed by the party against whom the enforcement of such waiver, discharge or
termination is sought.
Section 7.7. Assignment; No Third Party Beneficiaries. This Agreement
shall not be assignable or otherwise transferable by a party without the prior
consent of the other parties, and any attempt to so assign or otherwise transfer
this Agreement without such consent shall be void and of no effect; provided
that (i) any Permitted Transferee acquiring any Subject Shares in accordance
with Section 4.1 shall, on the terms provided in Section 4.1, become a
"Shareholder", and (ii) CIBER may, in its sole discretion, assign or transfer
all or any of its rights, interests and obligations under this Agreement to any
direct or indirect wholly-owned subsidiary of CIBER. This Agreement shall be
binding upon the respective heirs, successors, legal representatives and
permitted assigns of the parties hereto. Nothing in this Agreement shall be
construed as giving any Person, other than the parties hereto and their heirs,
successors, legal representatives and permitted assigns, any right, remedy or
claim under or in respect of this Agreement or any provision hereof.
Section 7.8. Expenses. Except as otherwise provided herein, all costs
and expenses incurred in connection with the transactions contemplated by this
Agreement shall be paid by the party incurring such costs and expenses.
Section 7.9. Notices. All notices, consents, requests, instructions,
approvals and other communications provided for in this Agreement shall be in
writing and shall be deemed validly given upon personal delivery or one (1)
Business Day after being sent by overnight courier service or received by
telecopy at the following address or telecopy number, or at such other address
or telecopy number as a party may designate to the other parties:
(a) if to CIBER to:
CIBER, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to T. ▇▇▇▇▇ ▇▇▇▇.
=====================
Facsimile: ____________
(c) if to T. ▇▇▇▇▇ ▇▇▇▇, Jr. to:
=====================
Facsimile: ____________
(d) if to ▇▇▇▇▇▇▇ ▇▇▇▇ a copy to:
=====================
Facsimile: ____________
Section 7.10. Remedies. No failure or delay by any party in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies provided herein shall be cumulative and not exclusive of
any rights or remedies provided by law.
Section 7.11. Severability. If any term or provision of this Agreement
is held to be invalid, illegal, incapable of being enforced by any rule of law,
or public policy, or unenforceable for any reason, it shall be adjusted rather
than voided, if possible, in order to achieve the intent of the parties hereto
to the maximum extent possible. In any event, the invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the terms of this Agreement remain as originally
contemplated to the fullest extent possible.
Section 7.12. Integration. This Agreement, including all exhibits and
schedules attached hereto, constitutes the full and entire understanding and
agreement of the parties with respect to the subject matter hereof and thereof
and supersede any and all prior understandings or agreements relating to the
subject matter hereof and thereof.
Section 7.13. Section Headings. The article and section headings of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
Section 7.14. Further Assurances. From time to time at the request of
CIBER, and without further consideration, each Shareholder shall execute and
deliver or cause to be executed and delivered such additional documents and
instruments and take all such further action as may be reasonably necessary or
desirable to effect the matters contemplated by this Agreement.
Section 7.15. Stop Transfer. Each of the Shareholders agrees that such
Shareholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any
Subject Shares, unless such transfer is made in compliance with this Agreement.
Section 7.16. Public Announcements. CIBER, on the one hand, and each
Shareholder, on the other hand, shall consult with each other before issuing,
and provide each other the opportunity to review and comment upon, any press
release or other public statements with respect to the transactions contemplated
by this Agreement, and shall not issue any such press release or make any such
public statement prior to such consultation, except as may be required by
applicable law, including state and federal securities laws, rules and
regulations, court process or pursuant to any listing agreement with any
securities exchange or as respective counsel for such party shall deem
appropriate. In the event the transactions contemplated herein are not
consummated, CIBER, on the one hand, and each Shareholder, on the other hand,
shall hold all information provided to each by the other in strict confidence,
and shall not disclose or disseminate such information to anyone other than its
employees, lenders, investors and professional advisors (such as financial
consultants, accountants and counsel) with a need to know or as required by law.
Section 7.17. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and date first above written.
CIBER, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior VP/CFO
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/s/ T. ▇▇▇▇▇ ▇▇▇▇
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T. ▇▇▇▇▇ ▇▇▇▇
/s/ T. ▇▇▇▇▇ ▇▇▇▇, Jr.
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T. ▇▇▇▇▇ ▇▇▇▇, Jr.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
EXHIBIT A
Ownership of Subject Shares
Shareholder Shares
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T. ▇▇▇▇▇ ▇▇▇▇ _____________
T. ▇▇▇▇▇ ▇▇▇▇, Jr. 1,054,671
▇▇▇▇▇▇▇ ▇▇▇▇ 182,000