Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER ALPHANET has filed with the SEC all CIBER ALPHANET SEC Reports required to be filed by CIBER ALPHANET with the SEC. As of their respective dates, the CIBER ALPHANET SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER ALPHANET SEC Reports and, except to the extent that information contained in any CIBER ALPHANET SEC Report has been revised or superseded by a later CIBER ALPHANET SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER ALPHANET SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER ALPHANET included in the CIBER ALPHANET SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER ALPHANET and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER ALPHANET SEC Reports, neither CIBER ALPHANET nor any of the CIBER ALPHANET Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER ALPHANET and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER an ALPHANET Material Adverse Effect. None of the CIBER ALPHANET Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER NAS has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER NAS in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder (the "NAS SEC Reports"). As of their respective dates, the CIBER NAS SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER NAS SEC Reports and, except to the extent that information contained in any CIBER NAS SEC Report has been revised or superseded by a later CIBER NAS SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER NAS SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER NAS included in the CIBER NAS SEC Reports that were prepared from and are publicly available prior to in accordance with the date accounting books and other financial records of this AgreementNAS, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER NAS and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER NAS SEC Reports, neither CIBER nor any of the CIBER Subsidiaries NAS has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The NAS SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required by GAAP to be set forth on a consolidated balance sheet disclosed pursuant to Item 601(b)(10) of CIBER Regulation S-K promulgated by the SEC. If at any time prior to Closing should NAS become delinquent in any required filings with the SEC, NAS represents and its consolidated Subsidiaries or warrants that such filings shall be brought current in no less than 20 business days from the notes thereto due date. Until such time as the filing is brought current, NAS will promptly file any and which, individually or in all reports required to advise the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None SEC of the CIBER Subsidiaries is required failure to file any forms, the reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Actwhen due.

SEC Reports and Financial Statements. CIBER SCB has filed with the SEC all CIBER SCB SEC Reports required to be filed by CIBER SCB with the SEC. As of their respective dates, the CIBER SCB SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SCB SEC Reports and, except to the extent that information contained in any CIBER SCB SEC Report has been revised or superseded by a later CIBER SCB SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SCB SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER SCB included in the CIBER SCB SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER SCB and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SCB SEC Reports, neither CIBER SCB nor any of the CIBER SCB Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER SCB and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER an SCB Material Adverse Effect. None of the CIBER SCB Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER (a) Since January 1, 2018, Xxxxx has filed with the SEC all CIBER forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Buyer SEC Reports Reports”) required to be filed by CIBER Buyer with the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the CIBER date of this Agreement, the Buyer SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such CIBER Buyer SEC Reports andReports, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER Buyer SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Buyer’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 Section 13 or 15 of the Exchange Act. There are no outstanding comments from the Staff of the SEC with respect to any of the Buyer SEC Reports. (b) The consolidated balance sheets and the related consolidated statements of operations, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the “Buyer Financial Statements”) of Buyer contained in the Buyer SEC Reports have been prepared from the books and records of Buyer and Buyer’s Subsidiaries, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of Buyer and Buyer’s Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments in the ordinary course of business). (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Buyer SEC Reports filed since January 1, 2018, the chief executive officer and chief financial officer of Buyer have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in any such certifications are complete and correct. Buyer has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Buyer required to be disclosed in Buyer’s Exchange Act Reports, including its consolidated Buyer Subsidiaries, is made known to Buyer’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of Buyer, such disclosure controls and procedures are effective in timely alerting Buyer’s principal executive officer and its principal financial officer to material information required to be included in Buyer’s periodic reports required under the Exchange Act. Since January 1, 2018, based on their evaluation of the internal control over financial reporting, neither the Chief Executive Officer nor the Chief Financial Officer of Buyer have disclosed to the Buyer’s auditors and/or the Audit Committee of the Buyer’s Board of Directors any (i) significant deficiencies or material weaknesses in the design or operation of internal controls which are or were reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information or (ii) fraud, whether or not material, that involved management or other employees who have or had a significant role in Buyex’x and the Buyer Subsidiaries’ internal controls over financial reporting.

SEC Reports and Financial Statements. CIBER (a) Since January 1, 2023, the Company has timely filed or furnished with the SEC all CIBER Company SEC Reports required to be filed or furnished by CIBER the Company with the SEC. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the CIBER Agreement Date, the Company SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such CIBER Company SEC Reports andReports. None of the Company SEC Reports, except to including any financial statements, schedules, or exhibits included or incorporated by reference therein at the extent that information contained in any CIBER SEC Report has been revised time they were filed (or, if amended or superseded by a later CIBER SEC Report filed and publicly available subsequent filing prior to the date of this Agreementhereof, none as of the CIBER SEC Reports date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements To the Knowledge of CIBER included in the CIBER Company, none of the Company SEC Reports that is the subject of ongoing SEC review or outstanding SEC investigation and there are publicly available prior no outstanding or unresolved comments received from the SEC with respect to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse EffectCompany SEC Reports. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 Section 13 or 15 of the Exchange Act and neither the Company nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Authority. (b) The consolidated balance sheets and the related consolidated statements of operations, comprehensive income or loss, changes in stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company contained in the Company SEC Reports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports were amended prior to the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated statements of operations, income or loss, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments), except to the extent that information contained in such Company SEC Report has been reviewed, amended, modified or supplemented (prior to the date of the Agreement) by an amendment thereto or by a subsequent Company SEC Report. (c) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably designed in all material respects to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP including policies and procedures regarding: (i) transactions being recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures being executed in accordance with the authorization of management, (iii) prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements, and (iv) the maintenance of records in reasonable detail that accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed in all material respects to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of: (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company; or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company. (e) The audited balance sheet of the Company dated as of December 31, 2023, contained in the Company SEC Reports filed prior to the date hereof is hereinafter referred to as the “Company Balance Sheet.” None of the Company or any of the Company Subsidiaries has any liabilities other than liabilities that: (i) are specifically and adequately reflected or reserved against in the Company Balance Sheet or the notes thereto; (ii) were incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability for breach of contract, breach of warranty or violation of Law); (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) Except as described in the Company SEC Reports filed as of the date of this Agreement, none of the Company or any of the Company Subsidiaries is a party to, or has any commitment to become a party to: (i) any joint venture, off-balance sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements” (as defined in Item 2.03(d) of the SEC’s Current Report on Form 8-K or as described in Instruction 8 to Item 303(b) of Regulation S-K promulgated by the SEC). (g) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. The Company is in compliance in all material respects with all of the other applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (h) None of the Company or any of the Company Subsidiaries nor any director or officer of the Company or any of its Subsidiaries has received any written, or, to the Knowledge of the Company, oral, complaint, allegation, assertion, or claim regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the Company or any of the Company Subsidiaries or any written, or, to the Knowledge of the Company, oral, complaint, allegation, assertion, or claim from employees of the Company or any of the Company Subsidiaries regarding questionable financial accounting or auditing matters with respect to the Company or any of the Company Subsidiaries.

SEC Reports and Financial Statements. CIBER (a) Since January 1, 2023, the Company has timely filed or furnished with the SEC all CIBER Company SEC Reports required to be filed or furnished by CIBER the Company with the SEC. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the CIBER Agreement Date, the Company SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such CIBER Company SEC Reports andReports. None of the Company SEC Reports, except to including any financial statements, schedules, or exhibits included or incorporated by reference therein at the extent that information contained in any CIBER SEC Report has been revised time they were filed (or, if amended or superseded by a later CIBER SEC Report filed and publicly available subsequent filing prior to the date of this Agreementhereof, none as of the CIBER SEC Reports date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements To the Knowledge of CIBER included in the CIBER Company, none of the Company SEC Reports that is the subject of ongoing SEC review or outstanding SEC investigation and there are publicly available prior no outstanding or unresolved comments received from the SEC with respect to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse EffectCompany SEC Reports. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 Section 13 or 15 of the Exchange Act and neither the Company nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Authority. (b) The consolidated balance sheets and the related consolidated statements of operations, comprehensive income or loss, changes in stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company contained in the Company SEC Reports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports were amended prior to the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated statements of operations, income or loss, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments), except to the extent that information contained in such Company SEC Report has been reviewed, amended, modified or supplemented (prior to the date of the Agreement) by a subsequent Company SEC Report. (c) The Company’s and each Company Subsidiary’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably designed in all material respects to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP including policies and procedures regarding: (i) transactions being recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures being executed in accordance with the authorization of management, (iii) prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements, and (iv) the maintenance of records in reasonable detail that accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of: (A) any significant deficiency or material weakness (each as defined in Rule 13a-15(f) of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and the Company Subsidiaries that; or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and the Company Subsidiaries. (e) The audited balance sheet of the Company dated as of December 31, 2023, contained in the Company SEC Reports filed prior to the date hereof is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any of the Company Subsidiaries has any liabilities other than liabilities that: (i) are specifically and adequately reflected or reserved against in the Company Balance Sheet; (ii) were incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of Law, or that relates to any cause of action, claim or lawsuit); (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Reports and Financial Statements. Since January 1, 1998, CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this AgreementAgreement (a "CIBER Filed SEC Document"), none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports that which are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER The Company has filed with the SEC all CIBER true and complete copies of the Company SEC Reports Documents. The Company and each Company Subsidiary which is required to be filed by CIBER file reports pursuant to Section 12 or 15(d) of the Exchange Act is in compliance with the SECprovisions of Section 13(b) of the Exchange Act. As of their respective datesdates or, the CIBER SEC Reports complied in all material respects with the applicable requirements if amended, as of the Securities Act, date of the Exchange Act and the respective rules and regulations promulgated thereunder applicable to last such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report amendment filed and publicly available prior to the date of this Agreementhereof, none of the CIBER Company SEC Reports contained Documents, including, without limitation, any financial statements or schedules included therein (1) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements misleading and (2) complied in all material respects with the applicable requirements of CIBER included in the CIBER SEC Reports that are publicly available prior to Exchange Act and the date of this AgreementSecurities Act, were prepared in accordance with GAAP (except, in as the case of unaudited statementsmay be, as permitted by and the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) applicable rules and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as regulations of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effectthereunder. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 SEC. The Company Financial Statements have been prepared from, and are in accordance with, in each case, the books and records of the Exchange ActCompany and its consolidated Subsidiaries, and comply, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited financial statements, for the absence of certain financial footnotes as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the period involved (or except as may be stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, subject, with respect to interim unaudited financial statements, to normal and recurring year-end adjustments that are not reasonably likely to be material in amount.

SEC Reports and Financial Statements. CIBER (a) Since January 1, 2013, the Company has timely filed or furnished with the SEC all CIBER forms, reports, schedules, registration statements, definitive proxy statements and other documents (the forms, reports, schedules, registration statements, definitive proxy statements and other documents filed or furnished by the Company since the January 1, 2013 and those filed or furnished by the Company subsequent to the date hereof, including any amendments thereto, collectively, including all exhibits thereto, the “Company SEC Reports Reports”) required to be filed or furnished by CIBER the Company with the SEC. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the CIBER Agreement Date, the Company SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER Company SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 Section 13 or 15 of the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the Agreement Date, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Company SEC Reports. (c) The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company contained or incorporated by reference in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end adjustments). (d) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2014, and such assessment concluded that such controls were effective and did not identify any (A) significant deficiency or material weakness in the design or operation of internal controls or (B) fraud or allegation of fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company and Company Subsidiaries (nor has any such significant deficiency, material weakness or fraud been identified between December 31, 2014 and the Agreement Date). (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (f) The Company is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. Since January 1, 2013, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (g) Since January 1, 2013, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (h) Neither the Company nor any of the Company Subsidiaries has any Liabilities required by GAAP to be set forth on a consolidated balance sheet of the Company (or the notes thereto) other than (i) Liabilities disclosed, reflected or otherwise reserved against in the Balance Sheet (or the notes thereto) or as described in the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2014 (or the notes thereto), (ii) Liabilities incurred after December 31, 2014 in the ordinary course of business, (iii) Liabilities under this Agreement or incurred in connection with the Transactions, (iv) fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the Transactions, (v) executory obligations under any Contract (none of which is a Liability for a breach thereof), and (vi) Liabilities that would not have a Company Material Adverse Effect.

SEC Reports and Financial Statements. CIBER MDXL has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER MDXL in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ MDXL SEC Reports ”). As of their respective dates, the CIBER MDXL SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER MDXL SEC Reports and, except to the extent that information contained in any CIBER MDXL SEC Report has been revised or superseded by a later CIBER MDXL SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER MDXL SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER MDXL included in the CIBER MDXL SEC Reports that were prepared from and are publicly available prior to in accordance with the date accounting books and other financial records of this AgreementMDXL, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER MDXL and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER MDXL SEC Reports, neither CIBER nor any of the CIBER Subsidiaries MDXL has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The MDXL SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required by GAAP to be set forth on a consolidated balance sheet disclosed pursuant to Item 601(b)(10) of CIBER Regulation S-K promulgated by the SEC. If at any time prior to Closing should MDXL become delinquent in any required filings with the SEC, MDXL represents and its consolidated Subsidiaries or warrants that such filings shall be brought current in no less than 20 business days from the notes thereto due date. Until such time as the filing is brought current, MDXL will promptly file any and which, individually or in all reports required to advise the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None SEC of the CIBER Subsidiaries is required failure to file any forms, the reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Actwhen due.

SEC Reports and Financial Statements. CIBER Since December 31, 1995, Eltrax has filed with the SEC all CIBER Eltrax SEC Reports required to be filed by CIBER Eltrax with the SEC. As of their respective dates, the CIBER Eltrax SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER Eltrax SEC Reports and, except to the extent that information contained in any CIBER Eltrax SEC Report has been revised or superseded by a later CIBER Eltrax SEC Report filed and publicly available prior to the date of this AgreementAgreement (a "Filed SEC Document"), none of the CIBER Eltrax SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER Eltrax included in the CIBER Eltrax SEC Reports that are publicly available prior or Filed SEC Documents complied as to form in all material respects with applicable accounting requirements and the date published rules and regulations of this Agreementthe SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position of CIBER Eltrax and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER Eltrax SEC ReportsReports or Filed SEC Documents, neither CIBER Eltrax nor any of the CIBER Eltrax Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of CIBER Eltrax and its consolidated Subsidiaries subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effectnotes. None No subsidiary of the CIBER Subsidiaries Eltrax is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act. Since the date of last Filed SEC Document, Eltrax has not made or suffered any change in its condition (financial or otherwise), or experienced any event or failed to take any action which could reasonably be expected to have a material adverse effect on the business of Eltrax.

SEC Reports and Financial Statements. CIBER (a) . Buyer has timely filed with the SEC all CIBER SEC Reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by CIBER it under the Exchange Act with the SEC. As of their respective datesSEC since July 1, 2021 (together with any amendments, restatements or supplements thereto, collectively, the CIBER “Buyer SEC Reports”). The Buyer SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to at the extent that information contained in any CIBER SEC Report has been revised time they were filed (or if amended or superseded by a later CIBER SEC Report filed and publicly available filing or other public disclosure prior to the date hereof, then on the date of this Agreement, none such filing or other public disclosure) and (ii) did not as of the CIBER SEC Reports contained time they were filed (or if amended or superseded by a filing or other public disclosure prior to the date hereof, then on the date of such filing or other public disclosure) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of CIBER included in or incorporated by reference into the CIBER Buyer SEC Reports that are publicly available prior (including the notes thereto) complied as to form in all material respects with the date published rules and regulations of this Agreement, were the SEC as of their respective dates and have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q) applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and except with respect to unaudited interim consolidated statements as permitted by Form 10-Q) and presented present fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsinterim consolidated financial statements included therein, to normal year-end audit adjustments). Except ) in all material respects the financial condition of Buyer as set forth in of such dates and the CIBER SEC Reportsresults of operations, neither CIBER nor any stockholders’ equity, and cash flows of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange ActBuyer for such periods.

SEC Reports and Financial Statements. CIBER has filed with the SEC all CIBER SEC Reports required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports that are publicly available prior to the date of this Agreement, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Table of Contents Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

SEC Reports and Financial Statements. CIBER has Each form, report, schedule, registration statement and definitive proxy statement filed by Ameritrade with the SEC all CIBER prior to the date hereof (as such documents have been amended prior to the date hereof, the "Ameritrade SEC Reports required to be filed by CIBER with the SEC. As Reports"), as of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations promulgated thereunder applicable to thereunder. None of the Ameritrade SEC Reports, as of the date on which such CIBER SEC Reports and, except Report was declared effective pursuant to the extent that information contained in any CIBER Securities Act or the date on which such SEC Report has been revised or superseded by a later CIBER SEC Report was filed and publicly available prior pursuant to the date of this AgreementExchange Act, none of the CIBER SEC Reports as applicable, contained or contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of CIBER Ameritrade and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the CIBER published rules and regulations of the SEC Reports that are publicly available prior to the date of this Agreementwith respect thereto, were have been prepared in accordance with GAAP GAAP, consistently applied (except, in the case of the unaudited interim financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects (except as may be indicated subject, in the notes theretocase of the unaudited interim financial statements, to normal, year-end audit adjustments) and presented fairly the consolidated financial position of CIBER Ameritrade and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. Ameritrade has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of Ameritrade has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the case of unaudited statementsSecurities Act, to normal year-end audit adjustments)the Exchange Act or the rules and regulations thereunder. Except Since March 31, 2000, except as set forth described in the CIBER Ameritrade SEC Reports, neither CIBER nor there has been no change in any of the CIBER Subsidiaries has significant accounting (including tax accounting) policies, practices or procedures of Ameritrade or any liabilities or obligations subsidiary of any nature (whether accruedAmeritrade, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or except changes resulting from changes in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None accounting pronouncements of the CIBER Subsidiaries is required to file any forms, reports Financial Accounting Standards Board or other documents with the SEC pursuant to Sections 12 changes in applicable laws or 15 of the Exchange Actrules or regulations thereunder.

SEC Reports and Financial Statements. CIBER Since December 31, 2012, APGR has filed with the SEC all CIBER SEC Reports reports and other filings required to be filed by CIBER APGR in accordance with the SECSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder, including without limitation, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “APGR SEC Reports”). As of their respective dates, filing dates the CIBER APGR SEC Reports complied in all material respects (i) did not (or with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable respect to such CIBER APGR SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to after the date of this Agreementhereof, none of the CIBER SEC Reports contained will not) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements , and (ii) complied in all material respects with the applicable requirements of CIBER included in the CIBER SEC Reports that are publicly available prior to Exchange Act or the date of this AgreementSecurities Act, were prepared in accordance with GAAP (except, in as the case of unaudited statementsmay be, as permitted by the SEC) applied on a consistent basis during Xxxxxxxx-Xxxxx Act and the periods involved (except as may be indicated in the notes thereto) applicable rules and presented fairly the consolidated financial position of CIBER and its consolidated Subsidiaries as regulations of the dates thereof and SEC thereunder. Neither APGR, ESI nor the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of CIBER and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries Acquisition Sub is currently required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 SEC. To the Knowledge of APGR, none of the Exchange ActAPGR SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of APGR and the consolidated subsidiaries included in the APGR Reports (collectively, the “Financial Statements”) (A) have been prepared in accordance with GAAP and are consistent with the books and records of APGR (which books and records are correct and complete).

SEC Reports and Financial Statements. CIBER has Each form, report, schedule, registration statement and definitive proxy statement filed by Aether with the SEC all CIBER prior to the date hereof (as such documents have been amended prior to the date hereof, the "Aether SEC Reports required to be filed by CIBER with the SEC. As Reports"), as of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations promulgated thereunder applicable to thereunder. None of the Aether SEC Reports, as of the date on which such CIBER SEC Reports and, except Report was declared effective pursuant to the extent that information contained in any CIBER Securities Act or the date on which such SEC Report has been revised or superseded by a later CIBER SEC Report was filed and publicly available prior pursuant to the date of this AgreementExchange Act, none of the CIBER SEC Reports as applicable, contained or contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of CIBER Aether and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the CIBER published rules and regulations of the SEC Reports that are publicly available prior to the date of this Agreementwith respect thereto, were have been prepared in accordance with GAAP GAAP, consistently applied (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects (except as may be indicated subject, in the notes theretocase of the unaudited interim financial statements, to normal, year-end audit adjustments) and presented fairly the consolidated financial position of CIBER Aether and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)ended. Except as set forth in Schedule 5.6 to the CIBER SEC ReportsAether Disclosure Letter, since September 30, 1999, neither CIBER Aether nor any of the CIBER its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature nature, except liabilities, obligations or contingencies (whether accrued, absolute, contingent or otherwisea) required by GAAP to be set forth which are reflected on a the consolidated balance sheet of CIBER Aether and its consolidated Subsidiaries as at September 30, 1999 (including the notes thereto) or (b) which (i) were incurred in the notes thereto ordinary course of business after September 30, 1999 and whichconsistent with past practices, individually or (ii) are disclosed in the aggregateAether SEC Reports. Since October 20, would reasonably be expected to have a CIBER Material Adverse Effect. None of 1999, Aether has timely filed with the CIBER Subsidiaries is required to file any SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Subsidiary of Aether has filed, or been required to file, any form, report or other documents document with the SEC SEC, in each case, pursuant to Sections 12 the Securities Act, the Exchange Act or 15 the rules and regulations thereunder. Since September 30, 1999, except as described in the Aether SEC Reports, there has been no change in any of the Exchange Actsignificant accounting (including tax accounting) policies, practices or procedures of Aether or any Subsidiary of Aether, except changes resulting from changes in accounting pronouncements of Financial Accounting Standards Boards or changes in applicable laws or rules or regulations thereunder.