Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herein have been duly authorized by all requisite corporate action, and no other corporate proceedings on the part of CIBER or CIBER SUB are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB and constitutes a valid and binding obligation of each of CIBER and CIBER SUB, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER MPMAC and CIBER SUB Merger Sub has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER MPMAC and CIBER SUBMerger Sub, the performance by each of them of their obligations hereunder and the consummation by CIBER MPMAC and CIBER SUB Merger Sub of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Boards of Directors of MPMAC and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, and with respect to which MPMAC will take appropriate action promptly following the date hereof, no other further corporate proceedings on the part of CIBER MPMAC or CIBER SUB Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyhereby or will otherwise be sought by MPMAC. This Agreement has been duly executed and delivered by each MPMAC and Merger Sub and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and Radius, constitutes a valid and binding obligation of each of CIBER MPMAC and CIBER SUB, Merger Sub enforceable against CIBER and CIBER SUB in accordance with its terms. terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (bx) Except as set forth in Schedule 4.3approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State, neither no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the execution and delivery part of this Agreement by CIBER MPMAC or CIBER SUB, nor Merger Sub for the consummation by CIBER MPMAC or CIBER SUB Merger Sub of the transactions contemplated hereinby this Agreement, nor compliance by CIBER except for such authorizations, consents, approvals and filings as to which the failure to obtain or CIBER SUB with any of make the provisions hereof will conflict with or result same would not, in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB oraggregate, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent have a Material Adverse Effect on MPMAC or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herein have been duly authorized by all requisite corporate action, and no other corporate proceedings on the part of CIBER or CIBER SUB are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB and constitutes a valid and binding obligation of each of CIBER and CIBER SUB, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, or subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles Certificate of Merger and Plan of Merger with the Secretary of State of the State of Tennessee New Jersey and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herein have been duly authorized by all requisite corporate action, and no other corporate proceedings on the part of CIBER or CIBER SUB are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB and constitutes a valid and binding obligation of each of CIBER and CIBER SUB, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, or subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles Certificate of Merger and Plan of Merger with the Secretary of State of the State of Tennessee New Jersey and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's ’s execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Xxxxx has the requisite corporate power and authority to enter into this Agreement and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Xxxxx and the consummation by CIBER and CIBER SUB Xxxxx of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Xxxxx and by at least the minimum number of votes that would be necessary to authorize or take the actions contemplated by this Agreement and the transactions contemplated hereby from the Stockholders of Xxxxx, and no other corporate proceedings on the part of CIBER or CIBER SUB Xxxxx are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Xxxxx and the Founders, and assuming it is a valid and binding obligation of CIBER Parent and CIBER SUB and Merger Sub, constitutes a valid and binding obligation of each of CIBER Xxxxx and CIBER SUB, the Founders enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except terms except as set forth enforcement may be limited by general principles of equity whether applied in Schedule 4.3a court of law or a court of equity and by bankruptcy, neither the execution insolvency and delivery of this Agreement by CIBER or CIBER SUBsimilar laws affecting creditors’ rights and remedies, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other generally. Other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan Certificate of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR ActDelaware, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of Xxxxx for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB Xxxxx of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on Xxxxx or the Surviving Corporation or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effecthereby. (db) Except The Board of Directors of Xxxxx has, as set forth in Schedule 4.3 and except for any action contemplated by subsection of the date hereof (ci) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of determined that this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Xxxxx Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, and (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the Xxxxx Stockholders for adoption. As of the date of this Agreement, the holders of Xxxxx Interest have adopted the “agreement of merger” set forth in this Agreement by written consent resolutions.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Heartland, and no other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB Heartland and constitutes a valid and binding obligation of each of CIBER and CIBER SUBHeartland, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) Except as set forth in Schedule 4.3any agreement, neither the execution and delivery of this Agreement by CIBER arrangement or CIBER SUBunderstanding, nor the consummation by CIBER (c) any license, franchise or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER permit or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentlaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its properties or assetssubsidiaries’ assets would be created, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger by its execution, delivery and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery performance of this Agreement or the consummation by CIBER and CIBER SUB it of the transactions contemplated hereby, except where other than any such breaches or violations which will not, individually or in the failure to obtain aggregate, have a Material Adverse Effect on Heartland, or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby hereby. Other than in connection with obtaining any approvals from the FRB for the Merger required under Bank Holding Company Act and any approvals from WDFI for the Merger required under Section 221.0901 of the Wisconsin Banking Law (the “WBL”); approvals from the Federal Deposit Insurance Corporation (“FDIC”) for the Bank Merger required under Bank Merger Act and from the WDFI for the Bank Merger required under the WBL (such approvals under Bank Holding Company Act, the WBL and Bank Merger Act being hereafter collectively referred to as the “Regulatory Approvals”); approvals to issue the Parent Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “1933 Act”), under state securities or blue sky laws, and the rules and regulations thereunder (ii) “Blue Sky Laws”), and under the rules of the Nasdaq Stock Market, Inc. (the “NASDAQ”); filings with respect to have the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); and the filing with respect to the Merger of a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 certificate of merger with the Secretary of State of Delaware and except for any action contemplated by subsection (c) abovethe articles of merger with the WDFI, no consentsauthorization, approvalsconsent or approval of, ordersor filing with, registrationsany public body, declarations, filings court or authorizations are required authority is necessary on the part of CIBER Heartland for the consummation by it of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or CIBER SUB for make would not, individually or in connection with the execution and delivery of this Agreement aggregate, have a Material Adverse Effect on Heartland or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder X-Factor and the consummation by CIBER and CIBER SUB X-Factor of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors and members of X-Factor and, except for approval of this Agreement and the Merger by the affirmative vote of a majority of votes that holders of X-Factor Membership Interests are entitled to cast, which will be obtained prior to Closing, no other corporate proceedings on the part of CIBER or CIBER SUB X-Factor are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each X-Factor and, assuming it is a valid and binding obligation of CIBER OXXX and CIBER SUB and MergerCo, constitutes a valid and binding obligation of each of CIBER and CIBER SUB, X-Factor enforceable against CIBER and CIBER SUB in accordance with its terms. terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (bw) Except as approvals under applicable Blue Sky laws and filing of Form D with the Securities and Exchange Commission; (x) the filing of a Certificate of Merger of Delaware with the Secretary of State of Delaware; (y) the filing of a Certificate of Merger of New York with the Secretary of State of New York and (z) the consents set forth in on Schedule 4.33.2, neither no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the execution and delivery part of this Agreement by CIBER or CIBER SUB, nor X-Factor for the consummation by CIBER or CIBER SUB X-Factor of the transactions contemplated hereinby this Agreement, nor compliance by CIBER except for such authorizations, consents, approvals and filings as to which the failure to obtain or CIBER SUB with any of make the provisions hereof will conflict with or result same would not, in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB oraggregate, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent have a Material Adverse Effect on X-Factor or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Heartland is a signatory), and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby and thereby have been duly authorized by all requisite corporate action, and no the Board of Directors of Heartland. No other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize the execution and delivery of this Agreement, the Ancillary Documents (to which Heartland is a party), or to consummate the Merger and the transactions contemplated by this Agreement. This Agreement and the Ancillary Documents (to which Heartland is a signatory) have been duly executed and delivered by Heartland and constitute valid and binding obligations of Heartland, enforceable in accordance with their terms, subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) any Contract, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in Section 3.2(b), any Law or Governmental Order, which would be breached or violated by its execution, delivery and performance by CIBER of this Agreement and CIBER SUB of their obligations hereunder and the Ancillary Documents (to which Heartland is a signatory) or the consummation by CIBER and CIBER SUB it of the transactions contemplated hereby. This Agreement Heartland has been duly executed caused the Board of Directors of M&JBank to approve the Bank Merger, and delivered by each no other corporate proceedings on the part of CIBER and CIBER SUB and constitutes a valid and binding obligation of each of CIBER and CIBER SUB, enforceable against CIBER and CIBER SUB in accordance with its termsHeartland or M&JBank are necessary to authorize the Bank Merger. (b) Except as set forth in Schedule 4.3, neither No Consent of any Governmental Entity is necessary on the execution and delivery part of this Agreement by CIBER or CIBER SUB, nor Heartland for the consummation by CIBER or CIBER SUB it of the transactions contemplated hereinby this Agreement, nor compliance by CIBER except for the following: (i) any approvals or CIBER SUB with any waivers from the Board of Governors of the provisions hereof will conflict with or result in Federal Reserve System (the “FRB”) for the Merger required under Bank Holding Company Act, any breach notices to and approvals from the Office of the certificates State Bank Commissioner of incorporation Kansas (the “OSBCK”) required under Article 9‑1721 of the Kansas Banking Code (the “KBC”) and any notices to the Federal Deposit Insurance Corporation (the “FDIC”) (such notices, approvals or by-waivers being herein collectively referred to as the “Bank Regulatory Approvals”); (ii) any registrations or approvals required to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of CIBER or CIBER SUB orthe NASDAQ Stock Market, subject Inc. (“NASDAQ”); (iii) any filings with respect to compliance the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); (iv) any filings with the statutes and regulations referred SEC, the OKSC or the MSD with respect to Consents relating to the change in subsection (c) belowcontrol, conflict with or violate any judgmentHeartland’s or M&JBank’s acquisition, rulingof BVWAdvisors required under the Investment Advisers Act, orderthe KUSA, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER the MSA or any of its properties or assets, other than Law (any such event that would not reasonably be expected Consents, the “RIA Regulatory Approvals”); and (xv) the filings with respect to prevent the consummation Merger of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles Delaware Certificate of Merger and Plan the Kansas Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Tennessee and any such filings as may be required by the Exchange ActKansas, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effectrespectively. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB FBLB has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which FBLB is a party), and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder FBLB and the consummation by CIBER and CIBER SUB FBLB of the transactions contemplated herein hereby and thereby have been duly authorized by all requisite corporate actionthe Board of Directors of FBLB. Other than the approval of the Merger by holders of at least two-thirds of the number of issued and outstanding shares of FBLB Common Stock as of the record date for the FBLB Shareholder Meeting (the “Required FBLB Shareholder Vote”), and no other corporate proceedings on the part of CIBER or CIBER SUB FBLB are necessary to authorize the execution and delivery of this Agreement, or the performance by CIBER Ancillary Documents (to which FBLB is a party), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the TBOC or any applicable provisions of the takeover Laws of Texas or any other state (and CIBER SUB any comparable provisions of their obligations hereunder the FBLB Charter or Bylaws), apply or will apply to this Agreement or the Merger. (b) This Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has Ancillary Documents (to which FBLB is a party) have been duly executed and delivered by each of CIBER FBLB and CIBER SUB and constitutes constitute a valid and binding obligation of each of CIBER and CIBER SUBFBLB, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) , subject to the Remedies Exception. Except as set forth on Schedule 4.2(b), none of the FBLB Entities is subject to, or obligated under, any provision of (i) its Charter, Bylaws or other governing documents, (ii) any Contract, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in Schedule 4.3Section 4.2(c), neither any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution and execution, delivery or performance of this Agreement by CIBER and the Ancillary Documents (to which FBLB is a party), or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effectand thereby. (c) Except for Other than the Bank Regulatory Approvals and the filing of the Articles Texas Certificate of Merger and Plan the Delaware Certificate of Merger with Merger, no Governmental Authorization is necessary on the Secretary part of State any of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary FBLB Entities for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB FBLB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyAncillary Documents (to which FBLB is a party).

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB SWS has the requisite corporate power and authority to enter into this Agreement and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder SWS and the consummation by CIBER and CIBER SUB SWS of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe board of directors of SWS and by at least the minimum number of votes that would be necessary to authorize or take the actions contemplated by this Agreement and the transactions contemplated hereby from the shareholders of SWS, and no other corporate proceedings on the part of CIBER or CIBER SUB SWS are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each SWS and the Sellers, and assuming it is a valid and binding obligation of CIBER Parent and CIBER SUB and Merger Sub, constitutes a valid and binding obligation of each of CIBER SWS and CIBER SUB, is enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except terms except as set forth enforcement may be limited by general principles of equity whether applied in Schedule 4.3a court of law or a court of equity and by bankruptcy, neither the execution insolvency and delivery of this Agreement by CIBER or CIBER SUBsimilar laws affecting creditors’ rights and remedies, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other generally. Other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR ActCalifornia, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of SWS for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB SWS of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on SWS or the Surviving Entity or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effecthereby. b) The board of directors of SWS have, as of the date hereof (di) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of determined that this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Sellers, (ii) approved and declared advisable the “agreement of merger” contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the California General Corporation Law, and (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the Sellers for adoption. As of the date of this Agreement, the shareholders of SWS Shares have adopted the “agreement of merger” set forth in this Agreement by written consent resolutions.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB CIC has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder CIC and the consummation by CIBER and CIBER SUB CIC of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of CIC and, other than the approval of the Merger by holders of a majority of the outstanding shares of CIC Class A Common Stock and a majority of the outstanding shares of CIC Series B Preferred Stock (the “Required CIC Shareholder Vote”), no other corporate proceedings on the part of CIBER or CIBER SUB CIC are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB CIC and constitutes a valid and binding obligation of each of CIBER and CIBER SUBCIC, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations Remedies Exception. Except as disclosed on Schedule 4.2, neither CIC nor Centennial is subject to, or obligated under, any provision of (i) its Charter or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgment, rulingLaw, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent or the consummation of the transactions contemplated hereby hereby, other than any such breaches or (y) to violations which will not, individually or in the aggregate, have a CIBER Material Adverse Effect. (c) Except for Effect on CIC or Centennial or materially adversely affect the consummation of the transactions contemplated hereby. Other than the Regulatory Approvals and the filing of the Articles a certificate of Merger merger and Plan statement of Merger merger with the Secretary of State of Delaware and the Secretary of State of Tennessee and any such filings as may be required by the Exchange ActColorado, NYSE rules and the HSR Actrespectively, no action by CIBER or CIBER SUB or any governmental authority Governmental Authorization is necessary on the part of CIC or Centennial for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB CIC of the transactions contemplated herebyby this Agreement, except where for such Governmental Authorizations as to which the failure to obtain or take such action make would not reasonably be expected (i) to prevent not, individually or in the aggregate, have a Material Adverse Effect on CIC or Centennial or materially adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER NSU, the Merger Sub and CIBER SUB Spinco has the requisite corporate power and authority to enter into this Agreement, the Certificate of Merger and the Distribution Agreement to which it is or will be a party and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement, the Certificate of Merger and the Distribution Agreement by CIBER and CIBER SUBNSU, the performance by each of them of their obligations hereunder Merger Sub and Spinco to which it is or will be a party, and the consummation by CIBER NSU, the Merger Sub and CIBER SUB Spinco of the transactions contemplated herein hereby and thereby have been duly authorized by all the Boards of Directors of NSU, the Merger Sub and Spinco. Except for approval of this Agreement, the Merger, the New Articles, the Reverse Stock Split and the Distribution by the requisite corporate actionvote of NSU's shareholders, and no other corporate proceedings on the part of CIBER NSU, Merger Sub or CIBER SUB Spinco are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Certificate of Merger and CIBER SUB of their obligations hereunder the Distribution Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by each NSU and Merger Sub and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and Xxxxxxx, constitutes a valid and binding obligation of each of CIBER NSU and CIBER SUB, Merger Sub enforceable against CIBER and CIBER SUB in accordance with its terms. (b) terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 4.34.2, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, NSU nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with NSU Subsidiaries is subject to, or result in obligated under, any breach provision of the certificates of incorporation (a) its Charter or by-laws of CIBER Bylaws, (b) any agreement, arrangement or CIBER SUB orunderstanding, (c) any license, franchise or permit or (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentlaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent the Certificate of Merger, the Distribution Agreement or the consummation of the transactions contemplated hereby or (y) thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which, in the aggregate, could not reasonably be expected to have a CIBER Material Adverse Effect. Effect on NSU. Except for (a) the filings, notices, consents and approvals described in Section 3.2 hereof, (b) the filing with the SEC of a registration statement on Form S-1 registering the shares of Spinco Common Stock to be distributed in the Distribution, if required, (c) Except for approval of the Merger and this Agreement, the New Articles, the Reverse Stock Split and the Distribution by the requisite vote of the shareholders of NSU (the "Requisite NSU Shareholder Vote"), (d) the filing of the New Articles of Merger and Plan of Merger with the Minnesota Secretary of State of the State of Tennessee State, and any (e) such filings filings, authorizations or approvals as may be required by the Exchange Act, NYSE rules and the HSR Actset forth in Schedule 4.2, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of NSU or any of the NSU Subsidiaries for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB NSU or the Merger Sub of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action would not reasonably be expected (i) to prevent make the same will not, in the aggregate, have a Material Adverse Effect on NSU or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Heartland, and no other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB Heartland and constitutes a valid and binding obligation of each of CIBER and CIBER SUBHeartland, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in Schedule 4.3the next sentence, neither the execution any Law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any Encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and delivery performance of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB it of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assetshereby, other than any such event that would not reasonably be expected (x) to prevent breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on Heartland, or the consummation of the transactions contemplated hereby hereby. Other than in connection with obtaining the Regulatory Approvals; approvals to issue the Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “1933 Act”), under state securities or blue sky Laws, and the rules and regulations thereunder (y) “Blue Sky Laws”), and under the rules of the Nasdaq Stock Market, Inc. (the “NASDAQ”); filings with respect to have a CIBER Material Adverse Effect. the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (c) Except for the “Exchange Act”); the filing of with respect to the Articles formation of Merger Sub of its Charter with the CDFI and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules California; and the HSR Actfiling with respect to the Merger of the Merger Certificate with the Secretary of State of the State of California, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of Heartland for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB it of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make would not reasonably be expected (i) to prevent not, individually or in the aggregate, have a Material Adverse Effect on Heartland or the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Tarpan has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Tarpan and the consummation by CIBER and CIBER SUB Tarpan of the transactions contemplated herein hereby have been duly authorized by all the Board of Directors of Tarpan and, except for approval of this Agreement and the Merger by the requisite corporate actionvote of Tarpan’s stockholders (the “Requisite Tarpan Stockholder Vote”), and no other corporate proceedings on the part of CIBER or CIBER SUB Tarpan are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Tarpan and, assuming it is a valid and binding obligation of CIBER Manhattan and CIBER SUB and TAC, constitutes a valid and binding obligation of each of CIBER and CIBER SUB, Tarpan enforceable against CIBER and CIBER SUB in accordance with its terms. (b) terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 4.33.2, neither the execution and delivery Tarpan is not subject to, or obligated under, any provision of this Agreement by CIBER (a) its Certificate of Incorporation or CIBER SUBBylaws, nor the consummation by CIBER (b) any agreement, arrangement or CIBER SUB of the transactions contemplated hereinunderstanding, nor compliance by CIBER (c) any license, franchise or CIBER SUB with any of the provisions hereof will conflict with permit or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentlaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would conflict with, statutebe breached or violated, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent or the consummation of the transactions contemplated hereby hereby, other than any such conflicts, breaches, violations, rights of termination or (y) acceleration or security interests, charges or encumbrances which, individually or in the aggregate, would not reasonably be expected to have result in a CIBER Material Adverse Effect. (c) Effect on Tarpan. Except for (a) approvals under applicable blue sky laws, (b) the filing of the Articles of Merger and Plan Certificate of Merger with the Secretary of State of the State of Tennessee Delaware, and any (c) such filings filings, authorizations or approvals as may be required by the Exchange Act, NYSE rules and the HSR Actset forth in Schedule 3.2, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of Tarpan for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB Tarpan of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, individually or in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on Tarpan or materially adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Premier Valley has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Premier Valley and the consummation by CIBER and CIBER SUB Premier Valley of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Premier Valley and, and other than the approval of the Merger by holders of a majority of the Premier Valley Common Stock (the “Required Premier Valley Shareholder Vote”), no other corporate proceedings on the part of CIBER or CIBER SUB Premier Valley are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB Premier Valley and constitutes a valid and binding obligation of each of CIBER and CIBER SUBPremier Valley, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations Remedies Exception. Except as disclosed on Schedule 4.2, neither Premier Valley nor any Bank Subsidiary is subject to, or obligated under, any provision of (i) its Charter or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentLaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any Encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent or the consummation of the transactions contemplated hereby hereby, other than any such breaches or (y) to violations which will not, individually or in the aggregate, have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange ActEffect on Premier Valley, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 hereby. Other than the Regulatory Approvals and except for any action contemplated by subsection (c) abovethe filing of the Merger Certificate, no consents, approvals, orders, registrations, declarations, filings or authorizations are required Governmental Authorization is necessary on the part of CIBER Premier Valley or CIBER SUB any Bank Subsidiary for the consummation by Premier Valley of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in connection with the execution and delivery of this Agreement aggregate, have a Material Adverse Effect on Premier Valley, or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER Pubco and CIBER SUB Merger Sub has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER Pubco and CIBER SUBMerger Sub, the performance by each of them of their obligations hereunder and the consummation by CIBER Pubco and CIBER SUB Merger Sub of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe boards of directors of Pubco and Merger Sub. Except for approval of the Merger by Pubco (as the sole stockholder of Merger Sub) in accordance with the Colorado Act and the Delaware Act and the certificate of incorporation and bylaws of Merger Sub, and no other corporate proceedings on the part of CIBER Pubco or CIBER SUB Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyhereby or will otherwise be sought by Pubco. This Agreement has been duly executed and delivered by each Pubco and Merger Sub and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and the Company, constitutes a valid and binding obligation of each of CIBER Pubco and CIBER SUB, Merger Sub enforceable against CIBER and CIBER SUB in accordance with its terms. (b) , except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 4.33.2, neither Pubco nor any of the execution and Pubco Subsidiaries is subject to, nor obligated under, any provision of (a) its articles or certificate of incorporation or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such conflicts, breaches, violations, rights of termination or (y) acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a CIBER Material Adverse Effect. (c) Effect on Pubco or any Pubco Subsidiaries. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Articles of Merger and Plan Certificate of Merger with the Secretary of State of the State of Tennessee appropriate state authorities, and any (iii) such filings filings, authorizations or approvals as may be required by the Exchange Act, NYSE rules and the HSR Actset forth in Schedule 3.2, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of Pubco or any Pubco Subsidiary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB Pubco or Merger Sub of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse EffectEffect on Pubco or Merger Sub. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER GVC and CIBER SUB GVC Merger Corp has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER GVC and CIBER SUBGVC Merger Corp, the performance by each of them of their obligations hereunder and the consummation by CIBER GVC and CIBER SUB GVC Merger Corp of the transactions contemplated herein hereby have been duly authorized by all requisite corporate action, the Boards of Directors of GVC and no other GVC Merger Corp. No further corporate proceedings on the part of CIBER GVC or CIBER SUB GVC Merger Corp are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyhereby or will otherwise be sought by GVC. This Agreement has been duly executed and delivered by each GVC and GVC Merger Corp and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and Halo, constitutes a valid and binding obligation of each of CIBER GVC and CIBER SUB, GVC Merger Corp enforceable against CIBER and CIBER SUB in accordance with its terms. terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. GVC is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in Schedule 4.3the next sentence, neither any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution and execution, delivery or performance of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on GVC. Except for (x) approvals under applicable Blue Sky laws and (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan Certificate of Merger with the Texas Secretary of State State, the filing of the State Series Z Certificate of Tennessee Designation with the Delaware Secretary of State, the filing with the SEC of Current Reports on Form 8-K with respect to the execution and any such filings as may be required by the Exchange Actclosing of this Agreement, NYSE rules and the HSR Actfiling with the SEC of the Schedule 14f-1, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of GVC or GVC Merger Corp for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB GVC or GVC Merger Corp of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on GVC or GVC Merger Corp, or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER VSTR and CIBER SUB NCAV has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER VSTR and CIBER SUBNCAV, the performance by each of them of their obligations hereunder and the consummation by CIBER VSTR and CIBER SUB NCAV of the transactions contemplated herein hereby have been duly authorized by all requisite corporate action, (i) the Boards of Directors of VSTR and no other NCAV and (ii) the manager of NCAV ’s sole stockholder (the “Requisite NCAV Stockholder Vote”). No further corporate proceedings on the part of CIBER VSTR or CIBER SUB NCAV are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyhereby or will otherwise be sought by VSTR. This Agreement has been duly executed and delivered by each VSTR and NCAV and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and NCFP, constitutes a valid and binding obligation of each of CIBER VSTR and CIBER SUB, NCAV enforceable against CIBER and CIBER SUB in accordance with its terms. terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. VSTR is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (b) Except as set forth any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in Schedule 4.3the next sentence, neither any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution and execution, delivery or performance of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such conflicts, breaches, violations, rights of termination or (y) acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a CIBER Material Adverse Effect. (c) Effect on VSTR. Except for (x) the filing of the Articles of Merger and Plan Certificate of Merger with the Delaware Secretary of State State, (y) the filing of the State Delaware Agreement of Tennessee Merger and any such filings as may be required by related officer’s certificates with the Exchange ActDelaware Secretary of State, NYSE rules and (z) the HSR Actfiling with the SEC of Current Reports on Form 8-K with respect to the execution and closing of this Agreement , no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of VSTR or NCAV for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB VSTR or NCAV of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder PBI and the consummation by CIBER and CIBER SUB PBI of the transactions contemplated herein hereby have been duly authorized by all the Board of Directors of PBI and, except for approval of this Agreement and the Merger by the requisite corporate actionvote or consent of PBI’s stockholders (the “Requisite PBI Stockholder Vote”), and no other corporate proceedings on the part of CIBER or CIBER SUB PBI are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each PBI and, assuming it is a valid and binding obligation of CIBER FGCO and CIBER SUB and Financial Gravity Wealth, constitutes a valid and binding obligation of each of CIBER and CIBER SUB, PBI enforceable against CIBER and CIBER SUB in accordance with its terms. terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. PBI is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) Except as set forth in Schedule 4.3any agreement, neither the execution and delivery of this Agreement by CIBER arrangement or CIBER SUBunderstanding, nor the consummation by CIBER (c) any license, franchise or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER permit or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentlaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would conflict with, statutebe breached or violated, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent or the consummation of the transactions contemplated hereby or hereby. Except for (x) approval of the Financial Industry Regulatory Authority (“FINRA”), (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan Certificate of Merger with the Secretary of State of Texas, and (z) the State filing of Tennessee the California Agreement of Merger and any such filings as may be required by related officer’s certificates with the Exchange Act, NYSE rules and the HSR ActCalifornia Secretary of State, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of PBI for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB PBI of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effectby this Agreement. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents (to which it is a party) and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and such Transaction Documents by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby and thereby have been duly authorized by all requisite corporate actionthe Board of Directors of Heartland. Other than the approval of the Heartland Charter Amendment by the required vote of the Heartland shareholders, and no other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize this Agreement and the Transaction Documents (to which it is a party), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the DGCL or any applicable provisions of the takeover Laws of Delaware or any other state (and any comparable provisions of the Heartland Charter or Bylaws), apply or will apply to Heartland’s or Centennial’s execution and delivery of, and consummation by Heartland or Centennial of this Agreement or the Bank Merger Agreement, as the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of case may be, or the transactions contemplated herebyby this Agreement and the Bank Merger Agreement. This Agreement has and the Transaction Documents (to which Heartland is a party) have been duly executed and delivered by each of CIBER and CIBER SUB Heartland and constitutes a valid and binding obligation of each of CIBER and CIBER SUBHeartland, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) Except as set forth in Schedule 4.3any Contract, neither the execution and delivery of this Agreement by CIBER (c) any license, franchise or CIBER SUB, nor the consummation by CIBER permit or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgment, rulingLaw, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its properties Subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby and thereby, other than any such breaches or (y) to violations which will not, individually or in the aggregate, have a CIBER Material Adverse Effect. Effect on Heartland or the consummation by it of the transactions contemplated hereby. Other than in connection with obtaining any approvals or waivers from the Board of Governors of the Federal Reserve System (cthe “FRB”) Except for the filing Merger required under Bank Holding Company Act, any approvals from the Colorado Division of Banking (the “CDB”) for the Merger and the Bank Merger required under Section 00-000-00 of the Articles Colorado Banking Code (the “CBC”) and any approvals from the Federal Deposit Insurance Corporation (the “FDIC”) for the Bank Merger required under Bank Merger Act (such approvals or waivers under the Bank Holding Company Act, the CBC and the Bank Merger Act being hereafter collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); the filing with respect to the Merger of the Delaware Certificate of Merger and Plan the Colorado Statement of Merger with the Secretary of State of Delaware and the Secretary of State of Tennessee and any such filings as may be required by Colorado, respectively; the Exchange Act, NYSE rules filing with respect to the Bank Merger of a statement of merger with the Secretary of State of Colorado; and the HSR Act, filing of a Certificate of Amendment containing the Heartland Charter Amendment with the Secretary of State of Delaware; no action by CIBER or CIBER SUB or any governmental authority Governmental Authorization is necessary on the part of Heartland, except for CIBER and CIBER SUB's execution and delivery of this Agreement such Governmental Authorizations as to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Heartland or the consummation by CIBER and CIBER SUB it of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effectby this Agreement. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Heartland, and no other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB Heartland and constitutes a valid and binding obligation of each of CIBER and CIBER SUBHeartland, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) Except as set forth in Schedule 4.3any agreement, neither the execution and delivery of this Agreement by CIBER arrangement or CIBER SUBunderstanding, nor the consummation by CIBER (c) any license, franchise or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER permit or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgment, rulingLaw, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its properties or assetsSubsidiaries’ assets would be created, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect. (c) Except for the filing of the Articles of Merger by its execution, delivery and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery performance of this Agreement or the consummation by CIBER and CIBER SUB it of the transactions contemplated hereby, except where other than any such breaches or violations which will not, individually or in the failure to obtain aggregate, have a Material Adverse Effect on Heartland or take such action would not reasonably be expected (i) to prevent materially adversely affect the consummation of the transactions contemplated hereby hereby. Other than in connection with obtaining any approvals from the FRB for the Merger required under Bank Holding Company Act, any approvals from CDB for the Merger required under Section 11‑104‑22 of the Colorado Banking Code (the “CBC”) and any approvals from the Federal Deposit Insurance Corporation (“FDIC”) for the Bank Merger required under Bank Merger Act (such approvals under Bank Holding Company Act, the CBC and Bank Merger Act being hereafter collectively referred to as the “Regulatory Approvals”); approvals to issue Heartland Common Stock and Heartland Series D Preferred Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (ii) “Blue Sky Laws”), and under the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”); filings with respect to have the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); and the filing with respect to the Merger of a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 certificate of merger and except for any action contemplated by subsection (c) abovea statement of merger with the Secretary of State of Delaware and the Secretary of State of Colorado, respectively, no consentsauthorization, approvalsconsent or approval of, ordersor filing with, registrations, declarations, filings or authorizations are required any Governmental Entity is necessary on the part of CIBER or CIBER SUB Heartland for or in connection with the execution and delivery of this Agreement or the consummation by CIBER it of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and CIBER SUB filings as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on Heartland or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Standard has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. New Bank will have the requisite corporate power and authority to enter into the Articles of Merger and to carry out its obligations thereunder. The execution and delivery of (i) this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Standard and the consummation by CIBER and CIBER SUB Standard of the transactions contemplated herein hereby have been duly authorized by all requisite corporate actionthe Board of Directors of Standard and (ii) the Articles of Merger by New Bank and the transactions contemplated thereby will, as of the Effective Date, be duly authorized by the Board of Directors of New Bank, and except for approval of this Agreement, the Conversion/Reincorporation and the Merger by the requisite vote of Standard's shareholders, no other corporate proceedings on the part of CIBER Standard or CIBER SUB any Standard Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder Agreement and the consummation by CIBER and CIBER SUB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Standard and, assuming it is a valid and binding obligation of CIBER and CIBER SUB and TCF, constitutes a valid and binding obligation of each of CIBER and CIBER SUB, Standard enforceable against CIBER and CIBER SUB in accordance with its terms. (b) terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 4.33.2, neither the execution and delivery none of this Agreement by CIBER Standard or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with Standard Subsidiaries is subject to, or result in obligated under, any breach provision of the certificates of incorporation (a) its Charter or by-laws of CIBER Bylaws, (b) any agreement, arrangement or CIBER SUB orunderstanding, (c) any license, franchise or permit or (d) subject to compliance with obtaining the statutes and regulations approvals referred to in subsection (c) belowthe next sentence, conflict with or violate any judgmentlaw, rulingregulation, order, writ, injunction, judgment or decree, lawwhich would be breached or violated, statute, rule or regulation applicable to CIBER in respect of which a right of termination or acceleration or any encumbrance on any of its properties assets would be created, by the execution, delivery or assetsperformance of this Agreement, other than any such event that would not reasonably be expected (x) to prevent the Articles of Merger or the Conversion/Reincorporation or the consummation of the transactions contemplated hereby or (y) to thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the aggregate, have a CIBER Material Adverse Effect. (c) Effect on Standard. Except for (a) the filing of the Articles of Merger filings, notices, consents and Plan of Merger with the Secretary of State of the State of Tennessee approvals described in Section 2.2 hereof and any (b) such filings filings, authorizations or approvals as may be required by the Exchange Act, NYSE rules and the HSR Actset forth in Schedule 3.2, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of Standard or any of the Standard Subsidiaries for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB Standard or any of the Standard Subsidiaries of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action would not reasonably be expected (i) to prevent make the same will not, in the aggregate, have a Material Adverse Effect on Standard or materially adversely affect the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Heartland has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Heartland is a party), and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Heartland and the consummation by CIBER and CIBER SUB Heartland of the transactions contemplated herein hereby and thereby have been duly authorized by all requisite corporate action, and no the Board of Directors of Heartland. No other corporate proceedings on the part of CIBER or CIBER SUB Heartland are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER Ancillary Documents (to which Heartland is a party), or to consummate the Merger and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebyby this Agreement and the Ancillary Agreements (to which Heartland is a party). This Agreement has and the Ancillary Documents (to which Heartland is a party) have been duly executed and delivered by each of CIBER and CIBER SUB Heartland and constitutes a valid and binding obligation of each of CIBER and CIBER SUBHeartland, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) Except as set forth any Contract, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in Schedule 4.3Section 3.2(b), neither the execution any Law, order, judgment or decree, which would be breached or violated by its execution, delivery and delivery performance of this Agreement by CIBER or CIBER SUB, nor any of the Ancillary Agreements (to which Heartland is a party) or the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation it of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effectthereby. (cb) Except No Consent of any Governmental Entity is necessary on the part of Heartland for the filing consummation by it of the Articles transactions contemplated by this Agreement, except for any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under Bank Holding Company Act, any notices to and approvals from the Texas Department of Banking (the “TDB”) required under Chapter 202 of the Texas Finance Code (the “TFC”) and any notices to the Federal Deposit Insurance Corporation (the “FDIC”) (such notices, approvals or waivers being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); and the filing with respect to the Merger of the Delaware Certificate of Merger and Plan the Texas Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Tennessee and any such filings as may be required by the Exchange ActTexas, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effectrespectively. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB Citywide has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents (to which Citywide is a party) and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and such Transaction Documents by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Citywide and the consummation by CIBER and CIBER SUB Citywide of the transactions contemplated herein hereby and thereby have been duly authorized by all requisite corporate actionthe Board of Directors of Citywide. Other than the approval of the Merger by holders of two-thirds of the issued and outstanding shares of Citywide Series I Common Stock entitled to vote and two-thirds of the issued and outstanding shares of Citywide Series II Common Stock entitled to vote, and each such series of Citywide Common Stock voting separately as a class (the “Required Citywide Shareholder Vote”), no other corporate proceedings on the part of CIBER or CIBER SUB Citywide are necessary to authorize this Agreement and the Transaction Documents, or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation under the CBCA or any applicable provisions of the takeover Laws of Colorado or any other state (and any comparable provisions of the Citywide Charter or Bylaws), apply or will apply to Citywide’s or Citywide Banks’ execution and delivery of, and consummation by Citywide or Citywide Banks of this Agreement or the Bank Merger Agreement, as the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of case may be, or the transactions contemplated hereby. by this Agreement and the Bank Merger Agreement. (b) This Agreement has and the Transaction Documents (to which Citywide is a party) have been duly executed and delivered by each of CIBER Citywide and CIBER SUB and constitutes constitute a valid and binding obligation of each of CIBER and CIBER SUBCitywide, enforceable against CIBER and CIBER SUB in accordance with its terms. , subject to the Remedies Exception. None of the Citywide Entities is subject to, or obligated under, any provision of (bi) Except as set forth its Charter, Bylaws, operating agreement or other governing documents, (ii) any Contract, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in Schedule 4.3the next sentence, neither any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution and execution, delivery or performance of this Agreement by CIBER and the Transaction Documents (to which Citywide is a party), or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes hereby and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assetsthereby, other than any such event that breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect on a Citywide Entity or the consummation of the transactions contemplated hereby and thereby. (c) Other than the Bank Regulatory Approvals and the filing of the Delaware Certificate of Merger and the Colorado Statement of Merger with the Secretary of State of Delaware and the Secretary of State of Colorado, respectively, no Governmental Authorization is necessary on the part of any of the Citywide Entities for the consummation by Citywide of the transactions contemplated by this Agreement and the Transaction Documents, except for such Governmental Authorizations as to which the failure to obtain would not reasonably be expected (x) to prevent not, individually or in the aggregate, have a Material Adverse Effect on a Citywide Entity or the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effectthereby. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR Act, no action by CIBER or CIBER SUB or any governmental authority is necessary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Each of CIBER and CIBER SUB The ------------------------------------------------------- Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CIBER and CIBER SUB, the performance by each of them of their obligations hereunder Company and the consummation by CIBER and CIBER SUB the Company of the transactions contemplated herein hereby have been duly authorized by all requisite corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of CIBER or CIBER SUB the Company are necessary to authorize the execution this Agreement and delivery of this Agreement, the performance by CIBER and CIBER SUB of their obligations hereunder and the consummation by CIBER and CIBER SUB of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by each of CIBER and CIBER SUB the Company and constitutes a valid and binding obligation of each of CIBER and CIBER SUBthe Company, enforceable against CIBER and CIBER SUB in accordance with its terms. (b) , except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies and except as the indemnification provisions of the registration rights described in Exhibit F may be limited by principles of public policy. Except as set forth in on Schedule 4.35.2, neither the execution and Company nor any of the Subsidiaries is subject to, or obligated under, any provision of (a) its charter or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement by CIBER or CIBER SUB, nor the consummation by CIBER or CIBER SUB of the transactions contemplated herein, nor compliance by CIBER or CIBER SUB with any of the provisions hereof will conflict with or result in any breach of the certificates of incorporation or by-laws of CIBER or CIBER SUB or, subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such breaches, violations, terminations, accelerations or (y) encumbrances which would not, individually or in the aggregate, reasonably be expected to have a CIBER Material Adverse Effect. (c) Except for . Other than any approvals or filings required under the filing Bank Holding Company Act of 1956, as amended from time to time, including any regulations or orders of the Articles Federal Reserve thereunder (the "BHCA"), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as amended (the "HSR Act"), and Plan of Merger with assuming the Secretary of State accuracy of the State representations of Tennessee and any such filings as may be required by the Exchange Act, NYSE rules and the HSR ActPurchaser contained in Section 6, no action by CIBER authorization, consent or CIBER SUB approval of, or filing with, any governmental public body, court or authority is necessary on the part of the Company or the Subsidiary for CIBER and CIBER SUB's execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB the Company of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effectby this Agreement. (d) Except as set forth in Schedule 4.3 and except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER or CIBER SUB for or in connection with the execution and delivery of this Agreement or the consummation by CIBER and CIBER SUB of the transactions contemplated hereby.