Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. Each of the Warrantors shall use commercially reasonable efforts to provide promptly to Pantheon such information concerning the business affairs and consolidated financial statements of the Target as may reasonably be required for inclusion in the Proxy Statement/Prospectus (except that the Warrantors shall only be required to provide three (3) years of selected consolidated financial data of the Target in connection with the Proxy Statement/Prospectus, or in any amendments or supplements thereto), shall direct that its counsel cooperate with Pantheon’s counsel in the preparation of the Proxy Statement/Prospectus and shall request the cooperation of Pantheon’s auditors in the preparation of the Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB or on behalf of the Warrantors for inclusion or incorporation incorporate by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/ProspectusProspectus will, as it may be amended from at the time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, filed with the SEC or at the time of it becomes effective under the SCB Shareholders' Meeting and at the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false misleading. If any information provided by the Warrantors is discovered or misleadingany event occurs with respect to any of the Warrantors, or any change occurs with respect to the other information provided by the Warrantors included in the Proxy Statement/Prospectus which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and circumstances under which they were made, not misleading, the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any Warrantors shall notify Pantheon promptly of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documentssuch event.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB TIBCO for -------------------------- inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (ii) misleading. The information supplied by TIBCO for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallProspectus shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBTalarian's shareholders, stockholders or at the time of the SCB ShareholdersTalarian Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersTalarian Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB TIBCO or any of its affiliates, officers or directors should be discovered by SCB TIBCO which should is required to be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB TIBCO shall promptly inform CIBERTalarian and provide the necessary information for inclusion in any such amendment or supplement. Notwithstanding the foregoing, SCB TIBCO makes no representation or warranty with respect to any information supplied by CIBER Talarian which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None (a) Reasonably promptly after the date hereof, but consistent with the requirements set forth in the Mergers Agreement, the Company shall prepare and file with the SEC a proxy statement/prospectus on Form S-4 (which could be a joint proxy statement/prospectus) for a special meeting of its stockholders (as amended or supplemented, the “Proxy Statement/Prospectus”). The Company shall include in the Proxy Statement/Prospectus a solicitation relating to the approval, for purposes of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser (the “Stock Issuance Approval”) and, if the Company decides to do so, the approvals required by Sections 4.02(a) and 5.02(a) of the Mergers Agreement (the “Merger Approvals” and together with the Stock Issuance Approval, the “Stockholder Approvals”). Purchaser and its Affiliates shall promptly furnish to the Company such information supplied or regarding Purchaser and its Affiliates as shall be required to be supplied included in the Proxy Statement/Prospectus pursuant to the Exchange Act. Prior to filing the Proxy Statement/Prospectus or any amendment or supplement thereto, the Company shall provide Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the Stockholder Approval and any information relating to Purchaser, its Affiliates or any of its designees to the Board of Directors of the Company. If at any time prior to the Closing Date, any information should be discovered by SCB for inclusion any party hereto that should be set forth in an amendment or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at Proxy Statement/Prospectus so that the time it is filed with the SEC under the Securities Act, contain Proxy Statement/Prospectus would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect the party that discovers such information shall promptly notify the other parties hereto and, to the solicitation extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of proxies the Company. (b) The Company shall promptly notify Purchaser of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in or for additional information and shall supply Purchaser with copies of all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB correspondence between it or any of its affiliatesrepresentatives, officers on the one hand, and the SEC or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to staff of the Form S-4 or a supplement SEC, on the other hand, with respect to the Proxy Statement/Prospectus, SCB . The Purchaser shall promptly inform CIBER. Notwithstanding notify the foregoingCompany of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Purchaser Proxy Statement/Prospectus or for additional information and shall supply Purchaser with copies of all correspondence between it or any of its representatives, SCB makes no representation on the one hand, and the SEC or warranty the staff of the SEC, on the other hand, with respect to any information supplied by CIBER which is contained the Purchaser Proxy Statement/Prospectus. (c) The Company shall mail the Proxy Statement/Prospectus to the holders of its Common Stock in any accordance with customary practice after the SEC’s review of the foregoing documentsProxy Statement/Prospectus is completed.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBALPHANET's shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None As promptly as practicable following the date hereof, the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy 42 48 statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and the Parent shall prepare and file with the SEC the Form S-4 with respect to the issuance of Parent Common Stock in the Merger in which the Proxy Statement/Prospectus will be included as a prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of the Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by SCB the Parent for inclusion or incorporation by reference in (i) the prospectus Proxy Statement/Prospectus and each amendment or supplement to the Form S-4thereto, as it may be amended from time to time, will at the time it is filed with of mailing thereof and at the SEC under time of the Securities ActStockholders' Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false misleading. The Company agrees that none of the information supplied or misleadingto be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements therein, in any earlier communication with respect light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the solicitation of proxies for Parent, Merger Sub and the SCB ShareholdersParent Stockholders' Meeting which has become false will be deemed to have been supplied by the Parent and information concerning or misleadingrelated to the Company and the Company Stockholders' Meeting shall be deemed to have been supplied by the Company. The Any opinions regarding the federal income tax consequences of the Merger or other matters set forth in the Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Timeshall be rendered by (i) Orrixx, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty Xxrrxxxxxx & Xutcxxxxx XXX with respect to any information supplied by CIBER which is contained in any of matters regarding the foregoing documentsParent and its stockholders, and (ii) Cooley Godward LLP with respect to matters regarding the Company and its stockholders.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ARIS for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ARIS in connection with the meeting of SCBARIS's shareholders to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBARIS's shareholders, at the time of the SCB ARIS Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ARIS Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB ARIS or any of its affiliates, officers or directors should be discovered by SCB ARIS which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB ARIS shall promptly inform CIBER. Notwithstanding the foregoing, SCB ARIS makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None (a) Parent and the Company shall cooperate and promptly prepare and Parent shall file with the Commission as soon as practicable a Registration Statement on Form S-4 under the Securities Act (the "Registration Statement"), with respect to the Parent Common Stock issuable in the Merger, which Registration Statement shall contain the proxy statement with respect to the meeting of the stockholders of the Company in connection with the Merger (the "Proxy Statement/Prospectus"). Notwithstanding the foregoing, the Company and Parent may elect to file the Proxy Statement/Prospectus pursuant to Section 14 of the Exchange Act on a confidential basis and to receive, respond to and clear all Commission comments thereon, prior to filing the Registration Statement. (b) The parties will cause the Proxy Statement/Prospectus, and Parent will cause the Registration Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use all reasonable efforts, and the Company shall cooperate with Parent, (i) to have the Registration Statement declared effective by the Commission as promptly as practicable, and (ii) to obtain timely any and all necessary state securities or "blue sky" permits or approvals required to carry out the transactions contemplated by this Agreement. (c) The information supplied or to be supplied by SCB the Company for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to SCB's shareholdersholders of Company Common Stock, (iii) at the time of the SCB ShareholdersStockholders' Meeting Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false misleading. (d) The information supplied by Parent for inclusion or misleadingincorporation by reference in the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Stockholders' Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Timecircumstances under which they are made, any event relating to SCB not misleading. (e) No amendment or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusProspectus will be made by the Company or Parent without the approval of the other. Parent will advise the Company, SCB shall promptly inform CIBER. Notwithstanding after it receives notice thereof, of the foregoingtime when the Registration Statement has become effective or any supplement or amendment has been filed, SCB makes no representation the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or warranty with respect to any information supplied by CIBER which is contained sale in any jurisdiction, or any request by the Commission for amendment of the foregoing documentsProxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information.

Proxy Statement/Prospectus. None (a) Parent and the Company shall cooperate and promptly prepare and Parent shall file with the Commission as soon as practicable a Registration Statement on Form S-4 under the Securities Act (the "Registration Statement"), with respect to the Parent Common Stock issuable in the Merger, which Registration Statement shall contain the proxy statement with respect to the meeting of the stockholders of the Company in connection with the Merger (the "Proxy Statement/Prospectus"). (b) The parties will cause the Proxy Statement/Prospectus, and Parent will cause the Registration Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use all reasonable efforts, and the Company shall cooperate with Parent, to have the Registration Statement declared effective by the Commission as promptly as practicable. (c) The information supplied or to be supplied by SCB the Company for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to SCB's shareholdersholders of Company Common Stock, (iii) at the time of the SCB ShareholdersStockholders' Meeting and Meeting, or (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading, and shall comply as to form and substance with the requirements of the Securities Act and the Exchange Act. (d) The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Stockholders' Meeting, or (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation light of proxies for the SCB Shareholders' Meeting circumstances under which has become false or they are made, not misleading. The Proxy Statement/Prospectus will , and shall comply as to form in all material respects and substance with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Exchange Act. (e) No amendment or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding Prospectus will be made by the foregoing, SCB makes no representation Company or warranty with respect to any information supplied by CIBER which is contained in any Parent without the approval of the foregoing documents.other (except to the extent such amendment or supplement incorporates by reference other filings of the

Proxy Statement/Prospectus. None As promptly as practicable following the date hereof, the Parent and the Company shall jointly prepare and file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and the Parent shall prepare and file with the SEC the Form S-4 and take any action required to be taken under applicable state securities laws with respect to the issuance of Parent Class B Common Stock in the Merger in which the Proxy Statement/Prospectus will be included as a prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of the Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. The Parent agrees that none of the information supplied or to be supplied by SCB the Parent for inclusion or incorporation by reference in (i) the prospectus Proxy Statement/Prospectus and each amendment or supplement to the Form S-4thereto, as it may be amended from time to time, will at the time it is filed with of mailing thereof and at the SEC under time of the Securities ActStockholders' Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false misleading. The Company agrees that none of the information supplied or misleadingto be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements -45- 51 therein, in any earlier communication with respect to light of the solicitation of proxies for the SCB Shareholders' Meeting circumstances under which has become false or they were made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions For purposes of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation it is understood and agreed that information concerning or warranty with respect related to any information the Parent will be deemed to have been supplied by CIBER which is contained in any of the foregoing documentsParent and information concerning or related to the Company and the Stockholders' Meeting shall be deemed to have been supplied by the Company.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent’s proxy statement/prospectus included in the Company’s Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent’s stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the “ Proxy Statement/Prospectus”) the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders Parent’s stockholders to consider the adoption approval of this Agreement shall(the “Parent Stockholders’ Meeting”) shall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersParent’s stockholders, and at the time of the SCB Shareholders' Meeting and at the Effective TimeParent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Parent Stockholders’ Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. Each of the Pypo Parties shall use commercially reasonable efforts to provide promptly to Middle Kingdom such information concerning its business affairs and financial statements as may reasonably be required for inclusion in the Proxy Statement/Prospectus (except that the Pypo Parties will only provide three (3) years of selected financial data in connection with the Proxy Statement/Prospectus and the Form S-4 Registration Statement, or in any amendments or supplements thereto), shall direct that its counsel cooperate with Middle Kingdom’s counsel in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement and shall request the cooperation of Middle Kingdom’s auditors in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement. None of the information supplied or to be supplied by SCB or on behalf of the Pypo Parties for inclusion or incorporation incorporate by reference in (i) the prospectus supplement to Proxy Statement/Prospectus and the Form S-4S-4 Registration Statement will, as it may be amended from time to time, will at the time it the Proxy Statement/Prospectus or the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading and (ii) misleading. If any information provided by the Proxy Statement/ProspectusPypo Parties is discovered or any event occurs with respect to any of the Pypo Parties, as it may be amended from time to time, to be sent or any change occurs with respect to the shareholders of SCB other information provided by the Pypo Parties included in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus or the Form S-4 Registration Statement which is first mailed required to SCB's shareholdersbe described in an amendment of, at or a supplement to, the time of the SCB Shareholders' Meeting and at the Effective Time, contain Proxy Statement/Prospectus or Form S-4 Registration Statement so that such document does not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation Pypo Parties shall notify Middle Kingdom promptly of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documentssuch event.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's ALPHANET’s shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ISP for inclusion or incorporation by reference in the proxy statement/prospectus (ithe "Proxy Statement") the prospectus supplement to be mailed to the Form S-4stockholders of ISP in connection with the meeting of stockholders of ISP convened in accordance with Section 5.05 or in the Registration Statement (as defined in Section 5.04) will, as it may be amended from time to time(a) in the case of the Registration Statement, will at the time it is filed with the SEC under Securities and Exchange Commission (the Securities Act, contain "SEC") or any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersother regulatory authority, at the time of the SCB Shareholders' Meeting it becomes effective and at the Effective TimeDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or (b) in the case of the Proxy Statement, at the time it is filed with the SEC or any other regulatory authority, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto, at the time of the meetings of the stockholders to which the Proxy Statement relates and at the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and the rules and regulations thereundercircumstances under which they are made, not misleading. If at any time prior to the Effective Time, Date any event relating with respect to SCB ISP, its officers and directors or any of its affiliates, officers or directors subsidiaries should occur which is required to be discovered by SCB which should be set forth described in an amendment to the prospectus supplement to the Form S-4 of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ISP. The Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding Statement and any other SEC filing in connection with the foregoing, SCB makes no representation or warranty Merger will comply (with respect to any information supplied by CIBER which is contained ISP) in any all material respects, as to form, with the applicable requirements of each of the foregoing documentsSecurities Act and the Exchange Act, and the respective rules and regulations thereunder.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Electronic Arts for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information supplied by Electronic Arts for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallStatement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Electronic Arts or any of its affiliates, officers or directors should be discovered by SCB Electronic Arts which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Electronic Arts shall promptly inform CIBERMaxis. Notwithstanding the foregoing, SCB Electronic Arts makes no representation or warranty with respect to any information supplied by CIBER Maxis which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Maxis for inclusion or incorporation by reference in (i) the prospectus supplement Form S-4 registration statement relating to the Form S-4, as it may be amended from time to time, will issuance of Electronic Arts Common Stock in the Merger (the "Registration Statement") shall not at the time it the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information supplied by Maxis for inclusion in the Proxy Statementproxy statement/Prospectus, as it may be amended from time to time, prospectus to be sent to the shareholders stockholders of SCB Maxis in connection with the meeting of SCB's shareholders Maxis' stockholders to consider the approval and adoption of this Agreement shalland the approval of the Merger (the "Maxis Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Maxis or any of its affiliates, officers or directors should be discovered by SCB Maxis which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Maxis shall promptly inform CIBERElectronic Arts. Notwithstanding the foregoing, SCB Maxis makes no representation or warranty with respect to any information supplied by CIBER Electronic Arts or Merger Sub which is contained in any of the foregoing documents.

Proxy Statement/Prospectus. None (a) As promptly as practicable after the date of this Agreement, Fresh Vine, with the reasonable cooperation of the information supplied or Company, shall prepare and cause to be supplied by SCB for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included, in connection with the registration under the Securities ActAct of the Merger Consideration. The initial filing with the SEC of the Registration Statement, Proxy Statement/Prospectus, shall occur on or before March 29, 2024 (subject to a ten (10) Business Day extension upon delivery of a written request therefor by either the Company or Fresh Vine to the other); provided, however, that such timing is subject to and conditioned upon the Company cooperating with Fresh Vine and providing to Fresh Vine in a timely manner such information and disclosures regarding the Company required to be included in the Registration Statement (including the Proxy Statement/Prospectus) in order for it to (i) comply as to form with SEC requirements, and (ii) in Fresh Vine’s reasonable determination, not contain untrue statements of material fact or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading.. Each of Fresh Vine and the Company shall use their commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other applicable Laws in connection with the issuance of the Merger Consideration pursuant to the Merger. Each of the Parties shall furnish all information concerning itself and its Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. (b) Fresh Vine covenants and agrees that the Registration Statement (and the letter to Fresh Vine’s shareholders, notice of the Fresh Vine Shareholder Meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws and the Nevada Revised Statutes, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances in which they were made, not misleading misleading. The Company covenants and (ii) agrees that the Proxy Statement/Prospectusinformation supplied, as it may be amended from time to time, or to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallsupplied, by or on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time behalf of the SCB Shareholders' Meeting and at Company to Fresh Vine for inclusion in the Effective Time, Registration Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsuch information, in light of the circumstances under in which they are were made, not false misleading. Notwithstanding the foregoing, Fresh Vine makes no covenant, representation or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication warranty with respect to statements made in the solicitation Registration Statement (and the letter to Fresh Vine shareholders, notice of proxies the Fresh Vine Shareholder Meeting and form of proxy included therewith), if any, based on information provided by the Company or any of its Representatives for inclusion therein. (c) Fresh Vine shall use commercially reasonable efforts to cause the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply to be mailed to Fresh Vine’s shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If Fresh Vine, Merger Sub or the Company become aware of any event or information that, pursuant to form in all material respects with the provisions of Securities Act or the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective TimeAct, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth disclosed in an amendment to the prospectus or supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB as the case may be, then such Party, as the case may be, shall promptly inform CIBERthe other Parties thereof and shall cooperate with such other Parties in Fresh Vine filing such amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus with the SEC and, if appropriate, in mailing such amendment or supplement to the Fresh Vine shareholders. (d) The Company shall reasonably cooperate with Fresh Vine and provide, and cause its Representatives to provide, Fresh Vine and its Representatives, with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement and the Proxy Statement/Prospectus or reasonably requested by Fresh Vine to be included therein. Notwithstanding Without limiting the foregoing, SCB makes no representation or warranty with respect the Company will use commercially reasonable efforts to any information supplied by CIBER which is contained in any cause to be delivered to Fresh Vine a letter of the foregoing documentsCompany’s independent accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Fresh Vine), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (e) As promptly as practicable following the date of this Agreement: (i) the Company will furnish to Fresh Vine audited financial statements for each of its fiscal years required to be included in the Registration Statement under the Securities Act (the “Company Audited Financial Statements”); and (ii) the Company will furnish to Fresh Vine unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement under the Securities Act, if any, or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be.

Proxy Statement/Prospectus. None (a) Parent and the Company shall cooperate and promptly prepare and Parent shall file with the Commission as soon as practicable a Registration Statement on Form S-4 under the Securities Act (the "Registration Statement"), with respect to the Parent Common Stock issuable in the Merger, which Registration Statement shall contain the proxy statement with respect to the meeting of the stockholders of the Company in connection with the Merger (the "Proxy Statement/Prospectus"). (b) The parties will cause the Proxy Statement/Prospectus, and Parent will cause the Registration Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use all reasonable efforts, and the Company shall cooperate with Parent, to have the Registration Statement declared effective by the Commission as promptly as practicable. (c) The information supplied or to be supplied by SCB the Company for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to SCB's shareholdersholders of Company Common Stock, (iii) at the time of the SCB ShareholdersStockholders' Meeting and Meeting, or (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading, and shall comply as to form and substance with the requirements of the Securities Act and the Exchange Act. (d) The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to holders of Company Common Stock, (iii) at the time of the Stockholders' Meeting, or (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation light of proxies for the SCB Shareholders' Meeting circumstances under which has become false or they are made, not misleading. The Proxy Statement/Prospectus will , and shall comply as to form in all material respects and substance with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Exchange Act. (e) No amendment or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusProspectus will be made by the Company or Parent without the approval of the other (except to the extent such amendment or supplement incorporates by reference other filings of the Company or Parent). Parent will advise the Company, SCB shall promptly inform CIBER. Notwithstanding after it receives notice thereof, of the foregoingtime when the Registration Statement has become effective or any supplement or amendment has been filed, SCB makes no representation the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or warranty with respect to any information supplied by CIBER which is contained sale in any jurisdiction, or any request by the Commission for amendment of the foregoing documentsProxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information.

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent's proxy statement/prospectus included in the Company's Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent's stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS") the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCBParent's shareholders stockholders to consider the adoption approval of this Agreement shall(the "PARENT STOCKHOLDERS' MEETING") shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBParent's shareholdersstockholders, and at the time of the SCB ShareholdersParent Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersParent Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.