ASSET PURCHASE AGREEMENT by and between CIBER, INC., as Seller, and SAVVIS COMMUNICATIONS CORPORATION as Buyer Dated as of July 28, 2012

storage, back-up and network services, and managed application support services for the scope of applications provided by the ITO Business as of the Closing.

(ii)                                  “Unrestricted Services” means the provision of any application development or maintenance services.

(iii)                               “Covered Providers” means Seller or any Affiliate of Seller.

(iv)                              “Other Provider” means any provider of Restricted Services, Unrestricted Services, or other services, other than Buyer or the Covered Providers.

(v)                                 “Remaining Customer” means an Existing Customer that shall nonetheless remain a customer of Seller following the Closing with respect to one of CIBER’s lines of business, other than the ITO Business.

(b)                                 Restriction.  Except as otherwise provided in Sections 6.13(c) and (d) below, for a period of two (2) years after the Closing Date (the “Restrictive Period”), the Covered Providers shall not, either directly on their own or in combination with any Other Provider, solicit Existing Customers to:

(i)                                     terminate their relationship with Buyer;

(ii)                                  reduce their expenditures with Buyer; or

(iii)                               purchase Restricted Services from a Covered Provider or any Other Provider without first providing Buyer with written notice of its proposed solicitation to such Existing Customer, and providing Buyer the first opportunity to provide such services on Seller’s behalf (pursuant to the MSRA or otherwise) by presenting a full proposal (including pricing) to Seller with respect to such Existing Customer (a “Buyer Services Proposal”); provided, however, (A) that Buyer shall have a period of ten (10) Business Days from receipt of Seller’s written notice to reply with its Buyer Services Proposal, after which time, if no Buyer Services Proposal has been received, Seller shall be permitted to provide such Restricted Services to such Existing Customer in any way it so chooses, including either alone or with any Other Provider; and (B) that, except as set forth in Section 6.13(b)(iv), Seller shall be under no obligation to accept the terms of any such Buyer Services Proposal, and that following evaluation of such Buyer Services Proposal by Seller, Seller shall be permitted to provide such Restricted Services to such Existing Customer in any way it so chooses, including either alone or with any Other Provider.

(iv)                              Notwithstanding anything contained in Section 6.13(b)(iii) to the contrary, in the event that Buyer timely provides Seller with a Buyer Services Proposal (as provided therein) and Seller reasonably determines that such Buyer Services Proposal is a Qualifying Offer (as defined below), then Seller shall accept the Buyer Services Proposal.  As used herein, the term “Qualifying Offer” means a Buyer Services Proposal that, with respect to the applicable opportunity for the applicable Existing Customer, adequately addresses to the satisfaction of such Existing Customer:  (A) the full scope of

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services for such opportunity; (B) the contractual terms and conditions for such opportunity; and (C) the pricing for such opportunity.

(c)                                  Exceptions.  For the avoidance of doubt, and notwithstanding Section 6.13(b)(iii) above or Section 4.1 of the MSRA, nothing in this Agreement or the MSRA shall limit, prohibit, require a right of first opportunity with respect to, or otherwise restrict the Covered Providers from:

(i)                                     providing, marketing, or selling, either alone or in combination with any Other Provider any Unrestricted Services to any Existing Customer;

(ii)                                  providing, either alone or in combination with any applicable existing Other Provider, any Restricted Services provided to any Remaining Customer as of the Closing through the existing term of any applicable service agreements; or

(iii)                               providing, marketing or selling (either alone or in combination with any applicable existing Other Provider), solely on a renewal basis, all or substantially all the Restricted Services provided to any Remaining Customer as of the Closing Date provided that the annual revenue attributable to the Restricted Services portion of any such renewal shall be no greater than 110% of the annual revenue attributable to the Restricted Services portion of the services provided to such Remaining Customer as of the Closing Date. For the avoidance of doubt, with respect to such renewals, nothing herein shall limit the revenue that may be received by Seller that is attributable to any Remaining Customer with respect to any services that do not constitute Restricted Services.

(d)                                 Acquisition of Seller.  Notwithstanding the above, in the event that during the Restrictive Period, Seller is transferred (whether by way of merger, consolidation, sale of substantially all assets, sale or exchange of stock representing a majority in voting power for the Board of Directors of Seller, or otherwise) to a Person (other than an Affiliate of Seller) that, either directly or through one or more of its Affiliates, provides Restricted Services, then from and after such transfer, Seller and its Affiliates (or any applicable successor entities) shall no longer be subject to the restrictions set forth in this Section 6.13.  In the event that any Affiliate of Seller ceases to be an Affiliate of Seller, then such Affiliate shall no longer be a Covered Provider or otherwise subject to the restrictions set forth in this Section 16.3.

6.14                                        Accounts Receivable.  All Accounts Receivable of the ITO Business outstanding and uncollected for the period prior to Closing shall remain the property of Seller (the “Pre-Closing Accounts Receivable”).  In the event any of the Pre-Closing Accounts Receivable are paid to, or collected by, Buyer, Buyer shall immediately remit such Pre-Closing Accounts Receivable amount to Seller, and in any case, within fifteen (15) days after receipt thereof.  Any monies collected or received by Buyer from any Existing Customer or other payor after the Closing Date who then owes amounts both on a Pre-Closing Accounts Receivable and on an account with Buyer accruing after Closing (a “Current Account”), shall be applied to the invoices specified by the payor, without any consultation or discussions with Buyer or Buyer’s representatives to such effect, or to which such payment (by the amount thereof or other indicia) plainly applies, and, if the payor makes such payment without reference to a specific invoice and

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the applicable invoice is not otherwise obvious, then such payment shall be allocated to the Pre-Closing Accounts Receivable first and thereafter to the Current Accounts.  Buyer shall have no right to set-off any amounts collected for Pre-Closing Accounts Receivable for any amounts owed to Buyer by Seller or any of Seller’s Affiliates hereunder, under any Transaction Document or otherwise.

ARTICLE VII
TAX MATTERS

7.1                                               Responsibility for Taxes.  Seller shall be responsible for and entitled to all refunds of, and shall indemnify Buyer from and against, all Taxes with respect to the Purchased Assets for any Pre-Closing Tax Period and for that portion of any Straddle Period that ends on the Closing Date. Buyer shall be responsible for the remaining Straddle Period Taxes that begins on the day after the Closing and ends on the last day of the Straddle Period and for all Taxes attributable to the Purchased Assets for all other Tax periods after the Closing. For this purpose, Straddle Period Taxes shall be prorated on a daily basis to the Closing Date and thereafter to the end of the applicable Straddle Period. Without limiting the generality of the foregoing, (i) Taxes attributable to a specific transaction (subject to Section 7.4) shall be allocated based on the date of such transaction; (ii) each party shall be responsible for the payment (and shall be entitled to all related refunds) of its own income, net profits, and similar Taxes; and (iii) any ad valorem or property Taxes paid or payable with respect to the Purchased Assets shall be allocated to the Tax period applicable to the ownership of the Purchased Assets regardless of when such Taxes are assessed.

7.2                                               Post-Closing Assistance.  Seller and Buyer will each provide the other such reasonable assistance, at the sole cost and expense of the requesting party, as may reasonably be requested in connection with the preparation of any Tax Return with respect to the Purchased Assets or the ITO Business, or any audit or other examination by any Governmental Authority or any judicial or administrative proceedings relating to Taxes with respect to the Purchased Assets or the ITO Business, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. Notwithstanding the foregoing provisions of this Section 7.2, neither party shall be required to provide any consolidated, combined or unitary Tax Returns of the consolidated, combined or unitary group reporting group of which such party is a member; provided, however, that either party shall, upon the other party’s request, provide pro-forma returns and similar information which excludes items unrelated to the ITO Business or the Purchased Assets.  The party requesting assistance will reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the parties) incurred in providing such assistance.

7.3                                               Post-Closing Tax Matters.

(a)                                 From and after the Closing, each of Buyer and Seller (a “Tax Indemnified Person”), shall notify the other party in writing within thirty (30) days of receipt by the Tax Indemnified Person of written notice of any pending or threatened audits, adjustments, claims, examinations, assessments or other proceedings (a “Tax Audit”) which may affect the liability for Taxes of such other party under this Agreement.  If the Tax Indemnified Person fails to give

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such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent that such failure to give notice materially and adversely affects the other party’s right to participate in or meaningfully defend the Tax Audit.

(b)                                 If a Tax Audit relates to Taxes for which only Seller would be liable to indemnify Buyer under this Agreement, Seller shall have the option, at its expense, to control the defense and settlement of such Tax Audit.  If Seller does not elect to control the defense and settlement of such Tax Audit by giving written notice to Buyer within thirty (30) days of the receipt of the first notice of such audit (and failure to give such timely notice shall constitute a waiver of Seller’s right to elect to control and defend the audit), Buyer may, at Buyer’s expense, control the defense and settlement of such Tax Audit, provided that Seller shall pay any Tax for which it is otherwise liable under Section 7.1.  If such Tax Audit relates solely to Taxes for which only Buyer would be liable under this Agreement, Buyer shall, at its expense, control the defense and settlement of such Tax Audit to the extent that such Tax Audit relates to Taxes for which Buyer is liable to indemnify Seller under Section 7.1.

(c)                                  If a Tax Audit relates to Taxes for which both Seller and Buyer could be liable under this Agreement, to the extent practicable, the items of income, gain, loss, deduction and credit or other item required to be reported on or otherwise reported on the applicable Tax Return (“Tax Items”) with respect to such Tax Audit will be distinguished and each party will have the option to control the defense and settlement of those Taxes for which it is so liable.  If such Tax Audit relates to a Straddle Period and any Tax Item cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit.

7.4                                               Transfer Taxes.  All transfer, documentary, excise, sales, use, stamp, filing, recordation, registration and other such Taxes and fees (including any penalties and interest with respect thereto and excluding all Taxes on or measured by net or gross income or proceeds) incurred or payable, if any, resulting directly from the Transaction and the Transaction Agreements (the “Transfer Taxes”), shall be paid equally by Seller and by Buyer when due, and the party primarily or customarily responsible under applicable local Law for filing such Tax Returns shall file all necessary Tax Returns and other documentation when due with respect to all such Transfer Taxes, and such party shall use its commercially reasonable efforts to provide such Tax Returns to the other party at least ten (10) calendar days prior to the due date for such Tax Returns.  If required by applicable Law, the other party or parties shall join in the execution of any such Tax Returns and other documentation (the expense of which shall be borne equally by Seller and Buyer).

7.5                                               Tax Refunds.  If, following the Closing, a refund of Taxes is received by or credited to the account of the Buyer with respect to the Purchased Assets or the ITO Business in respect of any Pre-Closing Tax Period or portion of a Straddle Period ended on the Closing Date (determined pursuant to the principles set forth in Section 7.1), Buyer will promptly pay (or cause to be paid) the amount of such refund to Seller.  If, following the Closing, a refund of Taxes is received by or credited to the account of Seller with respect to the Purchased Assets or the ITO Business in respect of any Tax period ending after the Closing Date or portion of a

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Straddle Period beginning the day after the Closing Date (determined pursuant to the principles set forth in Section 7.1), Seller will promptly pay (or cause to be paid) the amount of such refund to Buyer.

ARTICLE VIII
CLOSING CONDITIONS

8.1                                               Conditions Precedent to Obligation of the Parties.  The respective obligation of each party hereto to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following condition: there shall not be in effect any order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction.

8.2                                               Conditions Precedent to Obligation of Buyer.  The obligation of Buyer to consummate the Transaction is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:

(a)                                 the representations and warranties of Seller set forth in this Agreement (and in any certificates delivered by Seller pursuant to this Agreement), disregarding all materiality or Material Adverse Effect qualifications and exceptions to statements, phrases or concepts contained in this Agreement (or in such certificates), shall be true and correct in all respects as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (or, if given as of a particular date, only as of such particular date), except (x) in all cases where the failure of such representations and warranties to be so true and correct, taken as a whole, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided, however, that (y) the Fundamental Seller Representations shall be true and correct in all material respects (or in the case of any Fundamental Seller Representation that is qualified by, or subject to an exception for, materiality or Material Adverse Effect, in all respects) as of the applicable dates referred to above (without regard to the exception reflected in Section 8.2(a)(x) above); and, at the Closing, Buyer shall have received a certificate signed by an authorized executive officer of Seller, dated as of the Closing Date, to the foregoing effect;

(b)                                 Seller shall have performed in all respects its agreements and covenants under Section 5.6(a) and Section 5.6(b), and Seller shall have performed and complied in all material respects with all of its other agreements and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing; and, at the Closing, Buyer shall have received a certificate signed by an authorized executive officer of Seller, dated as of the Closing Date, to the foregoing effect;

(c)                                  No Action brought by any Governmental Authority shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the Transaction, and no other Action brought by any Person (other than an Action brought by Buyer or any Affiliate thereof) shall be pending that would be reasonably expected to result in a Governmental Authority of competent jurisdiction issuing an order restraining, enjoining or otherwise prohibiting the consummation of the Transaction;

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(d)                                 (i) All of the Existing Customers as of the date hereof, except those Existing Customers whose Customer Contracts are up for renewal between the date hereof and the Closing Date, shall continue to be current Existing Customers at and as of the Closing Date, and shall be reflected as such on any amendment to Schedule 1.1(c)(i) in accordance with Section 2.3(g) and (ii) Seller shall have renewed those contracts for the Existing Customers whose Customer Contracts are up for renewal between the date hereof and the Closing Date listed on Schedule 8.2(d).

(e)                                  (i) All of the Key Employees shall continue to be Business Employees as of the Closing, (ii) a number of employees equal to Eighty percent (80%) of the Business Employees indicated in Schedule 8.2(e)(ii) as of the date hereof shall be Business Employees as of the Closing, (iii) a number of employees equal to Eighty percent (80%) of the Business Employees indicated in Schedule 8.2(e)(iii) as of the date hereof shall be Business Employees as of the Closing, (iv) a number equal to Eighty percent (80%) of the AMS Employees as of the date hereof shall (A) be AMS Employees as of the Closing to the extent they are not located in the United States or (B) accept offers of employment as of Closing with Buyer to the extent they are located in the United States; provided that, for purposes of clause (iv)(B), any such AMS Employee to whom Buyer chooses not to offer employment pursuant to Section 5.7(a) shall be counted as though he or she accepted an offer of employment with Buyer for purposes of the closing condition set forth in this Section 8.2(e).

(f)                                   Seller shall have (i) delivered to Buyer the Subsequent Monthly Income Statement and Balance Sheet from (A) the month that is two (2) months prior to the Closing Date if the Closing Date is within the first seventeen (17) calendar days of the month, or (B) the month that is one (1) month prior to the Closing Date if the Closing Date is after the first seventeen (17) calendar days of the month, (e.g., if the Closing Date is October 3, 2012, Seller shall deliver such required financial statements from the month ending August 31, 2012; if the Closing Date is October 18, 2012, Seller shall deliver such required financial statements from the month ending September 30, 2012) (such Subsequent Monthly Income Statement and Balance Sheet delivered pursuant to (i)(A) or (B), the “Closing Financial Statements”), and (ii) provided Buyer at Closing with a certificate signed by an authorized executive officer of Seller that (A) the average of the monthly services revenue of the ITO Business reflected in the statements of income contained in each of the Subsequent Monthly Financial Statements, as compared to the monthly average services revenue reflected in the statement of income for the three months ended June 30, 2012, did not decrease by 10% or more, (B) the average of the monthly EBITDA of the ITO Business reflected in the statements of income contained in each of the Subsequent Monthly Financial Statements, as compared to the average monthly EBITDA for the three months ended June 30, 2012, did not decrease by 15% or more and (C) the Closing Financial Statements do not reflect any material Liabilities other than Liabilities incurred in the Ordinary Course of Business and Liabilities reflected in the Applicable Balance Sheet; provided that, the Buyer and Seller acknowledge and agree that the foregoing clause (ii) shall not be deemed, construed or otherwise interpreted to be a guarantee of results, performance or achievements of the ITO Business or the success or profitability of the ITO Business.  For the purposes of (B) above, EBITDA shall exclude any costs related to implementing this Transaction, including any retention and severance costs.

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(g)                                  The Selling Subsidiaries shall have, concurrently with the Closing, consummated the transactions contemplated by the Selling Subsidiary Acquisition Agreements; and

(h)                                 Since the date of this Agreement, there shall not have been any Material Adverse Effect, and Buyer shall have received a certificate signed by an authorized executive officer of Seller, dated as of the Closing Date, to the foregoing effect; and

(i)                                     Seller shall have delivered or caused to be delivered to Buyer the closing deliveries as provided in Section 2.2.

8.3                                               Conditions Precedent to Obligation of Seller.  The obligation of Seller to consummate the Transaction is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:

(a)                                 the representations and warranties of Buyer set forth in this Agreement (and in any certificates delivered by Buyer pursuant to this Agreement), disregarding all materiality or Material Adverse Effect qualifications and exceptions to statements, phrases or concepts contained in this Agreement (or in such certificates), shall be true and correct in all respects as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (or, if given as of a particular date, only as of such particular date), except (x) in each case where the failure of such representations and warranties to be so true and correct, taken as a whole, would not, individually or in the aggregate, reasonably be expected to materially impair Buyer’s ability to consummate the Transaction; provided, however, that (y) the Fundamental Buyer Representations shall be true and correct in all material respects (or in the case of any Fundamental Buyer Representation that is qualified by, or subject to an exception for, materiality or material adverse effect, in all respects) as of the applicable dates referred to above (without regard to the exception reflected in Section 8.2(a)(x) above); and, at the Closing, Seller shall have received a certificate signed by an authorized executive officer of Buyer, dated as of the Closing Date, to the foregoing effect;

(b)                                 Buyer shall have performed and complied in all material respects with all of its covenants and agreements required by this Agreement to be performed or complied with by Buyer at or prior to the Closing, and, at the Closing, Seller shall have received a certificate signed by an authorized executive officer of Buyer, dated as of the Closing Date, to the foregoing effect;

(c)                                  No Action brought by any Governmental Authority shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the Transaction, and no other Action brought by any Person (other than an Action brought by Seller or any Affiliate thereof) shall be pending that would be reasonably expected to result in a Governmental Authority of competent jurisdiction issuing an order restraining, enjoining or otherwise prohibiting the consummation of the Transaction;

(d)                                 The Buying Subsidiaries shall have, concurrently with the Closing, consummated the transactions contemplated by the Selling Subsidiary Acquisition Agreements; and

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(e)                                  Buyer shall have delivered or caused to be delivered to Seller the closing deliveries as provided in Section 2.3.

ARTICLE IX
INDEMNIFICATION

9.1                                               Survival.  The representations and warranties of the parties set forth in Sections 3.12 (Taxes), 3.19 (Brokers), and 4.6 (Brokers) shall survive the Closing until 90 days following the expiration of the applicable statute of limitations period in respect of the matter or matters which are the subject of said representations and warranties (taking into account any extension of any such statute of limitations). The representations and warranties of the parties set forth in Sections 3.10 (Labor Matters), solely to the extent related to any Actions for compensation or wages of any kind (including overtime), denial of rest or meal breaks, or any associated Actions for penalties, cost, interest, fees, taxes or other remedies for uncompensated work under any statutory or common-law theory, including but not limited to the Fair Labor Standards Act of 1938, as amended, and 3.20(a) (Title to Assets) shall survive the Closing until the three (3) year anniversary of the Closing Date. The representations and warranties of the parties set forth in Section 3.20(b) (Sufficiency of Assets) shall survive the Closing until the twenty-seven (27) month anniversary of the Closing Date.  All other representations and warranties of the parties contained in this Agreement (or in any certificate delivered pursuant to this Agreement) shall survive the execution and delivery of this Agreement and the Closing until the eighteen (18) month anniversary of the Closing Date. Notwithstanding the foregoing, if a written claim or written notice is given under this Article IX with respect to the breach of any representation or warranty set forth in this Agreement (or in any certificate delivered pursuant to this Agreement) prior to the expiration of the applicable survival period, the claim with respect to such representation or warranty shall continue indefinitely until such claim is finally resolved pursuant to this Article IX.  The pre-Closing and post-Closing covenants identified on Annex III shall survive until eighteen (18) months after the Closing Date; provided, however, that to the extent any such pre-Closing or post-Closing covenant has a specified term, including Sections 6.12 (Non-Solicitation of Employees) and 6.13 (Non-Solicitation of Existing Employees; Right of First Offer), such pre-Closing or post-Closing covenant shall continue in full force and effect after the Closing until fully performed.

9.2                                               Indemnification.

(a)                                 From and after the Closing and subject to the provisions of this Article IX, Seller shall defend, indemnify and hold harmless Buyer, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Buyer Indemnified Parties”) from and against, and will compensate and reimburse the Buyer Indemnified Parties for, any and all Losses, incurred, resulting or arising from (regardless of whether or not such Losses are related to any Third Party Claim) (i) any breach of or inaccuracy in any of the representations or warranties made by Seller or the Selling Subsidiaries, as the case may be, in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement, delivered by Seller pursuant to this Agreement), irrespective of whether or not any Buyer Indemnified Party relied thereon, (ii) any breach or nonperformance of any covenant made by Seller or the Selling Subsidiaries, as the case may be, in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement, delivered by Seller pursuant to this Agreement) or (iii) any

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Excluded Liability; provided, however, that indemnification for any Losses incurred by the Buyer Indemnified Parties resulting or arising from liability or indemnification obligations of Buyer to the applicable Existing Customer under the Customer Contracts shall be governed by Article X.

(b)                                 From and after the Closing and subject to the provisions of this Article IX, Buyer shall defend, indemnify and hold harmless Seller, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Seller Indemnified Parties”) from and against, and will compensate and reimburse the Seller Indemnified Parties for, any and all Losses incurred, resulting or arising from (regardless of whether or not such Losses are related to any Third Party Claim) (i) any breach or inaccuracy in of any of the representations or warranties made by Buyer or any of its Affiliates, as the case may be, in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement, delivered by Buyer pursuant to this Agreement), irrespective of whether or not any Seller Indemnified Party relied thereon, (ii) any breach or nonperformance of any covenant made by Buyer or any of its Affiliates, as the case may be, in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement, delivered by Buyer pursuant to this Agreement), or (iii) any Assumed Liability (other than as specified in Article X).

(c)                                  Certain Limitations.

(i)                                     Notwithstanding anything contained herein to the contrary, (x) Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or 9.2(a)(ii) with respect to any Action or series of related Actions thereunder unless and until all Losses with respect to such Action or series of related Actions exceed on a cumulative basis an amount equal to Ten Thousand Dollars ($10,000) (such amount, the “Claims-Specific Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such Action or series of related Actions, (y) Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or 9.2(a)(ii) with respect to any Actions thereunder unless and until the total amount of all Losses of the Buyer Indemnified Parties with respect to such Actions under such provisions (excluding Actions that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such Actions)) exceed on a cumulative basis One-Hundred Thousand Dollars ($100,000) (the “Basket”), in which event Seller shall be liable for all Losses irrespective of the Basket; provided, however, that even in the event the Basket is exceeded (and thereby rendered inapplicable for purposes of this Section 9.2(c)(i) thereafter) in accordance with the foregoing, all subsequent Actions or series of related Actions for Losses shall remain subject to the Claims-Specific Threshold in the manner set forth in this Section 9.2(c)(i), and (z) except as reflected in the last sentence of this Section 9.2(c)(i), the aggregate liability of Seller with respect to Actions by the Buyer Indemnified Parties under Sections 9.2(a)(i) and 9.2(a)(ii) shall not exceed Two Million Dollars ($2,000.000) (the “Cap”). Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Section 9.2(c)(i) shall not apply with respect to Actions relating to or arising from (I) fraud, (II) the Excluded Liabilities, (III) any breach by Seller or the

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Selling Subsidiaries of any Fundamental Seller Representation, or (IV) any breach by Seller or the Selling Subsidiaries of any pre-Closing covenant identified on Annex III.

(ii)                                  Notwithstanding anything contained herein to the contrary, (x) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 9.2(b)(i) or 9.2(b)(ii) with respect to any Action or series of related Actions thereunder unless and until all Losses with respect to such Action or series of related Actions exceed on a cumulative basis an amount equal the Claims-Specific Threshold, in which case the Seller Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such Action or series of related Actions, (y) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 9.2(b)(i) or 9.2(b)(ii) with respect to any Actions thereunder unless and until the total amount of all Losses of the Seller Indemnified Parties with respect to such Actions (excluding Actions that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such Actions)) exceed on a cumulative basis the Basket, in which event Buyer shall be liable for all Losses irrespective of the Basket; provided, however, that even in the event the Basket is exceeded (and thereby rendered inapplicable for purposes of Section 9.2(c)(i) thereafter), all subsequent Actions or series of related Actions for Losses shall remain subject to the Claims-Specific Threshold in the manner set forth in this Section 9.2(c)(ii), and (z) except as reflected in the last sentence of this Section 9.2(c)(ii), the aggregate liability of Buyer with respect to Actions by the Seller Indemnified Parties under Sections 9.2(b)(i) and 9.2(b)(ii) shall not exceed the Cap.  Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Section 9.2(c)(ii) shall not apply with respect to Actions relating to or arising from (I) fraud, (II) any breach by Buyer or its Affiliates of any Fundamental Buyer Representation, or (III) any breach by Buyer or its Affiliates of any pre-Closing covenant identified on Annex III.

(d)                                 “Material Adverse Effect” and other materiality qualifications or any similar standard or qualifications contained in any representation, warranty, covenant or undertaking contained in this Agreement shall be disregarded for purposes of determining the amount of any Losses for which an Indemnified Party shall be entitled to indemnification hereunder by reason of any breach of such representation, warranty, covenant or undertaking and shall be disregarded for purposes of determining whether any such representation, warranty, covenant or undertaking has been breached when determining whether an Indemnified Party shall be entitled to indemnification hereunder.  Illustrative examples of the application of this Section 9.2(d) are attached hereto as Annex IV (the “Indemnity Examples”).

9.3                                               Indemnification Procedures.

(a)                                 Except for Tax matters (which shall be governed by Section 7.3 and not by this Section 9.3), in the event that (i) the Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) becomes aware of the institution of any Actions, or the assertion of any Action, by any Person not party to this Agreement in respect of which an Indemnification Claim may be made under this Article IX (a “Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”); provided, that, so long as such notice is

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given within the applicable time period described in Section 9.1, no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay.  In addition, except for Tax matters (which shall be governed by Section 7.3 and not by this Section 9.3), in the event that an Indemnified Party seeks to make an Indemnification Claim (other than in respect of a Third Party Claim), the Indemnified Party shall give a Claim Notice to the applicable Indemnifying Party. Each Claim Notice shall be in writing and (x) shall specify the basis for indemnification claimed by the Indemnified Party, (y) if such Claim Notice is being given with respect to a Third Party Claim, shall describe in reasonable detail (to the extent known to the Indemnified Party) such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnifying Party as part of such Third Party Claim, and (z) shall specify the amount of (or if not finally determined, a good faith estimate of) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the Indemnified Party’s claim for indemnification set forth in the Claim Notice.

(b)                                 If a Third Party Claim is made against an Indemnified Party in respect of which a Claim Notice has been submitted pursuant to Section 9.3(a), the Indemnifying Party shall be entitled to participate in the defense thereof at the Indemnifying Party’s sole cost and expense, and, if it so chooses (and its sole cost and expense), to assume and control the defense thereof, with reputable counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, and, if the Indemnifying Party so chooses to assume and control the defense thereof, it shall diligently and in good faith prosecute such Third Party Claim to a final conclusion or settlement (subject to the applicable limitations on settlement or compromise set forth in this Section 9.3).  As soon as reasonably practicable (but no later than fifteen (15) days after the Indemnifying Party’s receipt of notice from the Indemnified Party of such Third Party Claim), the Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party desires, at its sole cost and expense, to participate in, or, at its election, assume and control, the defense of such Third Party Claim, (ii) whether the Indemnifying Party acknowledges its liability hereunder to the Indemnified Party with respect to such Third Party Claim (provided, that if the Indemnifying Party does not provide such acknowledgment, or does provide such acknowledgment but reserves its rights hereunder, it shall not be entitled to assume and control the defense of such Third Party Claim but shall be entitled to participate therein), (iii) if the Indemnifying Party is Seller and desires to assume and control the defense of such Third Party Claim, demonstrates that it has the financial ability to so satisfy such liabilities, and (iv) if the Indemnifying Party is Buyer and desires to assume and control the defense of such Third Party Claim, demonstrates that it has the financial ability to so satisfy such liabilities. Notwithstanding the foregoing, in the event that the Indemnifying Party is Seller, it shall not have the right to assume and control of the defense of any Third Party Claim to the extent (and only to the extent) such Third Party Claim (x) constitutes an Action for non-monetary, equitable or injunctive relief against the Indemnified Party which, if awarded, would be reasonably expected to have a material and adverse impact on the business of the Indemnified Party (after giving effect to the Transaction) or (y) involves the pursuit of Actions on behalf of the Buyer Indemnified Parties against any Existing Customer under a Purchased Contract material to the ITO Business (as conducted by Buyer, after giving effect to the Transaction), which Existing Customer is material to the ITO Business (as conducted by Buyer, after giving effect to the Transaction), to the extent that the pursuit of such

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Actions would be reasonably expected to materially jeopardize the continuation of the business relationship of Buyer with such Existing Customer.

(c)                                  If the Indemnifying Party assumes and controls the defense of a Third Party Claim in accordance with Section 9.3(b) and satisfies the applicable requirements for its control of such defense described in Section 9.3(b), the Indemnified Party (i) shall be permitted to participate in the defense thereof and to employ separate legal counsel of its choice for such purpose, at its own expense (except as otherwise provided for in the next sentence), and (ii) shall have the right to pay or settle such Third Party Claim at any time, in which event (except as otherwise set forth in this Section 9.3(c)), the Indemnified Party shall be deemed to have waived any right to indemnification therefor by the Indemnifying Party, provided that, the Indemnifying Party is released by the Indemnified Party from any liability or obligation in respect thereof pursuant to this Article IX and, to the extent such payment or settlement involves a Third Party Claim asserting any wrongdoing or liability on the part of the Indemnifying Party, by the Person asserting such Third Party Claim against the Indemnified Party.  The Indemnifying Party shall be liable for the reasonable fees and expenses of legal counsel employed by the Indemnified Party in the defense of such Third Party Claim (i) for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above) and (ii) if, in the Indemnified Party’s good faith judgment, it is advisable, based on the advice of legal counsel, for the Indemnified Party to be represented by separate legal counsel because of an actual or potential conflict between the Indemnifying Party and the Indemnified Party; provided, further, that the Indemnifying Party shall not be so required to pay for more than one such legal counsel for the Indemnified Party.

(d)                                 If the Indemnifying Party assumes and controls the defense of a Third Party Claim in accordance with Section 9.3(b) and satisfies the applicable requirements for its control of such defense described in Section 9.3(b), the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include (upon the Indemnifying Party’s written request) making available to the Indemnifying Party records and information, in each case to the extent reasonably relevant to such Third Party Claim, and making employees available (during normal business hours and upon reasonable prior notice) on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that the reasonable out-of-pocket costs incurred by the Indemnified Party in connection therewith (but, for avoidance of doubt, excluding any allocable overhead costs) shall be at the sole cost and expense of, and promptly paid by, the Indemnifying Party.

(e)                                  If the Indemnifying Party does not assume and control the defense of a Third Party Claim in accordance with Section 9.3(b) or does not satisfy the applicable requirements for its control of such defense described in Section 9.3(b), (i) the Indemnified Party shall be entitled to participate in the defense thereof, and, if it so chooses, to assume and control the defense thereof, (ii) the Indemnifying Party shall reasonably cooperate with the Indemnified Party in the defense or prosecution thereof, (iii) the Indemnified Party will not consent to the entry of any judgment, or enter into any settlement, compromise or discharge, with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld or delayed, unless such judgment, settlement,

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compromise or discharge includes as an unconditional term thereof the giving by each claimant or plaintiff in such Third Party Claim to the Indemnifying Party of an unconditional release from all liability in respect of such Third Party Claim, in which case such consent shall not be required, and (iv) the Indemnifying Party shall not be liable under this Article IX for any judgment, settlement, compromise or discharge of such Third Party Claim made by the Indemnified Party not made in accordance with clause (i) above.

(f)                                   If the Indemnifying Party does assume and control the defense of a Third Party Claim in accordance with Section 9.3(b) and satisfies the applicable requirements for its control of such defense described in Section 9.3(b), the Indemnifying Party shall be entitled, in its sole discretion, to consent to the entry of any judgment, or enter into any settlement, compromise or discharge, with respect to such Third Party Claim; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, before approving any judgment with respect to such Third Party Claim, or entering into any settlement, compromise or discharge of such Third Party Claim, if (i) pursuant to, or as a result of, such judgment, settlement or compromise, injunctive or other equitable relief or non-monetary provisions will be imposed against the Indemnified Party or any of its Affiliates, (ii) such judgment, settlement or compromise does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Third Party Claim (other than solely with respect to the Indemnifying Party’s Deductible (to the extent such liabilities would constitute Losses to which the Indemnifying Party’s Deductible would be applicable in accordance with the applicable provisions of Section 9.2) in which case the amount thereof shall be deemed applied to the satisfaction of such Deductible), (iii) such judgment, settlement, compromise or discharge contains or involves an admission or statement providing for or acknowledging any criminal wrongdoing or liability on behalf of the Indemnified Party or any of its Affiliates or the debarment or suspension of the Indemnified Party or any of its Affiliates from bidding on any Government Contract or similar determinations, or (iv) the Indemnifying Party does not have the financial ability to satisfy any liability arising under such judgment, settlement, compromise or discharge.

9.4                                               Limitations on Indemnification.

(a)                                 Any Indemnification Claim with respect to the breach of any representation, warranty, covenant or agreement set forth in this Agreement (or in any Transaction Agreement, other than the Transition Services Agreement) required to be made by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, on or prior to the expiration of the applicable survival period set forth in Section 9.1, and not so made, shall, with respect to such breach of such representation, warranty, covenant or agreement, be irrevocably and unconditionally released and waived by such party; provided, however, in the event the failure of an Indemnified Party to make such Indemnification Claim within the applicable survival period is due to fraud by the Indemnifying Party, the limitation set forth in this Section 9.4(a) shall not apply.

(b)                                 The calculation of the amount of any Losses for which indemnification is payable under this Article IX (including for purposes of determining whether the Claims-Specific Threshold, the Deductible or the Cap has been met) shall be net of any amounts actually

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recovered by the Indemnified Party or any of such Indemnified Party’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract with a third party pursuant to which or under which such Indemnified Party or any of such Indemnified Party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”) with respect to such Losses. If, after an Indemnification Claim by a Buyer Indemnified Party is paid hereunder, (x) such Buyer Indemnified Party recovers amounts under such Alternative Arrangement with respect to the Losses previously paid in respect of such Indemnification Claim pursuant to this Article IX and (y) the amounts so recovered would have reduced the aggregate amount of the Losses for which such Buyer Indemnified Party would have been indemnified under this Article IX had such recovery occurred before such Indemnification Claim was paid hereunder (after giving effect to the applicable provisions of this Article IX regarding the application of the Claims-Specific Threshold, the Deductible or the Cap), Buyer and Seller hereby agree that Buyer (on behalf of such Buyer Indemnified Party) shall refund to Seller an amount (net of collection costs for the amounts so recovered under such Alternative Arrangement) equal to the least of (i) the amount of such reduction that would have occurred, (ii) the amounts so recovered under such Alternative Arrangement, and (iii) the Losses previously paid in respect of such Indemnification Claim pursuant to this Article IX. After the Closing, the Indemnified Party shall, in good faith, make a claim under the applicable insurance policy (if any) in connection with any Indemnification Claim brought by it hereunder and shall use commercially reasonable efforts to pursue such claim, provided that no Indemnified Party shall be required to initiate or threaten to initiate any Action against any insurance carrier in connection herewith.

(c)                                  The calculation of the amount of any Losses for which indemnification is payable under this Article IX (including for purposes of determining whether the Claims-Specific Threshold, the Deductible or the Cap has been met) shall be net of the amount of any Tax benefit that has actually been realized (whether in cash, credits against Taxes, Tax deductions, or similar amounts which have actually reduced Taxes otherwise payable) by the party claiming such Losses or by its Affiliates claiming a Tax loss or Tax credit as a result of such Losses.  The amount of any such Tax benefit shall reflect the present value of such Tax benefit actually realized in or prior to the year in which the indemnification payment is made.

(d)                                 Notwithstanding anything to the contrary in this Agreement, (i) no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and (ii) in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, except, in the case of each of clauses (i) and (ii) above, to the extent such amounts are paid or payable to a third party in respect of a Third Party Claim and an Indemnified Party seeks, following the Closing, indemnification in respect thereof under this Agreement.

(e)                                  Following the Closing, in the event of any breach giving rise to an indemnification obligation under this Article IX, an Indemnified Party shall take and shall use commercially reasonable efforts to cause its Affiliates to take, or shall use commercially reasonable efforts to cooperate with the applicable Indemnifying Party if such cooperation is

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reasonably requested by the Indemnifying Party in order to take, commercially reasonable measures to mitigate the consequences of the related breach.

(f)                                   Notwithstanding anything in this Agreement, any amounts payable pursuant to the indemnification obligations under this Article IX shall be paid without duplication and in no event shall any party hereto be indemnified under different provisions of this Agreement or the Transaction Agreements for the same Losses.  Notwithstanding anything in this Agreement, in no event shall any amounts payable pursuant to the indemnification obligations under this Article IX by Seller (other than pursuant to Section 9.2(a)(iii) and Actions for fraud by Seller) exceed the Purchase Price paid to Seller, or at its direction, pursuant to the terms hereof.

(g)                                  Set Off.

(i)                                     Notwithstanding anything in this Agreement Buyer may set off any amounts due to Seller pursuant to Section 1.5, Section 1.6 or Section 5.7 against any amounts finally determined to be owed by Seller to the Buyer Indemnified Parties in respect of any Action for indemnification under this Article IX.  For purposes of this Section 9.4(g), “finally determined” shall mean either by the written agreement of the parties or pursuant to the procedures set forth in this Article IX.

(ii)                                  To the extent Buyer has made a claim for indemnification under this Article IX that is not so finally determined, but Buyer intends to set off any amounts due to Seller pursuant to Section 1.5, Section 1.6 or Section 5.7 against the amount with respect to such claim, if any, that is subsequently finally determined to be owed by Seller to the Buyer Indemnified Parties, Buyer shall deposit such amount to be set off in an escrow account with [JP Morgan Chase], pursuant to an escrow agreement in the form mutually agreed by the parties prior to Closing, until such amount is finally determined.

9.5                                               No Other Representations or Warranties.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES (AS DETERMINED IN ACCORDANCE WITH SECTION 12.12)), OR SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT) AND IN THE TRANSACTION AGREEMENTS, EXCEPT IN THE CASE OF FRAUD, (I) NEITHER SELLER NOR BUYER, NOR ANY OTHER PERSON, AS APPLICABLE, MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, SELLER’S AFFILIATES, BUYER, BUYER’S AFFILIATES, THE ITO BUSINESS, THE PURCHASED ASSETS OR THE TRANSACTION, AS APPLICABLE, (II) EACH OF SELLER AND BUYER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES OR BUYER OR ANY OF ITS AFFILIATES, AS APPLICABLE, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND (III) EACH OF SELLER AND BUYER, AS APPLICABLE, HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR SELLER, AS APPLICABLE, OR

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THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR SELLER, AS APPLICABLE, BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR BUYER, AS APPLICABLE, OR ANY OF THEIR AFFILIATES) NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.  SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ITO BUSINESS (IT BEING UNDERSTOOD THAT THIS LIMITATION SHALL NOT PREVENT OR OTHERWISE AFFECT AN ACTION FOR BREACH OF REPRESENTATION OR WARRANTY, WITH RESPECT TO THE UNDERLYING CAUSE OF ANY FAILURE TO ACHIEVE SUCH SUCCESS OR PROFITABILITY, CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES (AS DETERMINED IN ACCORDANCE WITH SECTION 12.12)), OR SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT OR ANY TRANSACTION AGREEMENT).

9.6                                               Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, except with respect to (a) any Action based on fraud, (b) any Action asserted pursuant to Section 1.6 (which Actions will be resolved pursuant to such Section 1.6), and (c) Actions based on breaches of representations, covenants or agreements contained in the Transaction Agreements (which Actions will be resolved in accordance with the terms of the Transaction Agreements, unless such Transaction Agreement does not provide for a separate and independent process for the resolution of such Actions, in which case any such Action shall be resolved in accordance with the terms of this Agreement), (i) the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant or other agreement contained in this Agreement or otherwise relating to the Transaction shall be indemnification in accordance with Article VII and this Article IX, and (y) no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, with respect to any such inaccuracy or breach or otherwise relating to the Transaction, it being agreed that all of such other entitlements and remedies and other instances of recourse are expressly waived and released by the parties, to the fullest extent permitted by Law.  Notwithstanding the foregoing, this Section 9.6 shall not operate to limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

9.7                                               Tax Treatment of Indemnity Payment.  Buyer and Seller agree to treat any indemnity payment made pursuant to this Article IX or Article X as an adjustment to the Purchase Price, for all Tax purposes unless otherwise required by law.

9.8                                               Waiver of Subrogation Rights.  Each party hereby waives any subrogation rights that its insurer may have with respect to any Losses subject to indemnification under Article VII or this Article IX, to the extent necessary to preclude such insurer from asserting an indemnification claim for such Losses under Article VII or this Article IX, as applicable, against such party.

9.9                                               Satisfaction of Claims.  Any Losses for which any Indemnified Party shall be entitled to indemnification or payment pursuant to Article VII or this Article IX (in each case to the extent finally determined) shall be satisfied (subject, in each case, to the applicable

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limitations of this Agreement, including any applicable time and monetary limits set forth in this Agreement) by prompt payment of such amount by Seller or Buyer, as the case may be, by wire transfer of immediately available funds in accordance the written payment instructions provided by the Indemnified Party to the Seller or Buyer, as the case may be, in writing (and the Indemnified Party shall be entitled to exercise all of its rights and remedies at law or in equity in connection therewith).

ARTICLE X
SPECIAL INDEMNIFICATION

10.1                                        Special Indemnification.  From and after the Closing and subject to the limitations and other provisions of this Article X, Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses resulting or arising from liability or indemnification obligations of Buyer to the applicable Existing Customer under the Customer Contracts which Losses are incurred by the Buyer Indemnified Parties during the applicable Special Indemnification Survival Period (such Losses, the “Special Losses”).

10.2                                        Limitations on Special Indemnification.

(a)                                 Seller’s indemnification obligations under Section 10.1 with respect to a particular Customer Contract shall survive until the end of the Special Indemnification Survival Period with respect to such Customer Contract.  Notwithstanding the foregoing, if a written Action or written notice is given to Seller with respect to an Action under Section 10.1 prior to the expiration of the applicable Special Indemnification Survival Period, such Action shall continue indefinitely until such Action is finally resolved in accordance with this Article X; provided, for the avoidance of doubt, that Seller shall not have any indemnification obligation for any such Losses incurred by the Buyer Indemnified Parties after the expiration of Special Indemnification Survival Period with respect to such Action.

(b)                                 Notwithstanding anything contained herein to the contrary, Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 10.1 with respect to any Customer Contract unless and until the amount of such Special Losses of the Buyer Indemnified Parities with respect to such Customer Contract exceeds the Special Indemnification Deductible with respect to such Customer Contract, in which case the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 10.1, subject to the further limitations set forth in this Article X, with respect to such Actions only for those Special Losses in excess of the Special Indemnification Deductible.

(c)                                  Seller shall have no indemnification obligation to Buyer under this Article X to the extent:  (i) the Special Losses for which indemnification is sought pursuant to Section 10.1 result from the fraud, gross negligence or willful misconduct of Buyer, any Buyer Indemnified Party or any of Buyer’s contractors; (ii) such Special Losses for which indemnification is sought pursuant to Section 10.1 are actually recovered by Buyer from a vendor, supplier or service provider of Buyer (provided, however, that Buyer shall be required to seek any such recovery from any applicable vendor, supplier or service provider prior to seeking recovery from Seller hereunder); or (iii) Buyer fails to take commercially reasonable efforts to mitigate its Special Losses once any problem related to such Customer Contract is identified.

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(d)           Set Off.

(i)            Notwithstanding anything in this Agreement Buyer may set off any amounts due to Seller pursuant to Section 1.5, Section 1.6 or Section 5.7 against any amounts finally determined to be owed by Seller to the Buyer Indemnified Parties in respect of any Action for indemnification under this Article X.  For purposes of this Section 10.2(d), “finally determined” shall mean either by the written agreement of the parties or pursuant to the procedures set forth in this Article X.

(ii)           To the extent Buyer has made a claim for indemnification under this Article X that is not so finally determined, but Buyer intends to set off any amounts due to Seller pursuant to Section 1.5, Section 1.6 or Section 5.7 against the amount with respect to such claim, if any, that is subsequently finally determined to be owed by Seller to the Buyer Indemnified Parties, Buyer shall deposit such amount to be set off in an escrow account with JP Morgan Chase & Co., pursuant to an escrow agreement in the form mutually agreed by the parties prior to Closing, until such amount is finally determined.

10.3             Special Indemnification Procedures.

(a)           For all Special Losses, the actual performance of any applicable defense obligations to Existing Customers shall reside solely with Buyer, and Seller’s sole obligation to Buyer shall be for indemnification under the terms and conditions described in this Article X.  For any Special Loss for which Buyer seeks recovery from Seller, Buyer shall provide Seller with prompt written notice of such Special Loss, and such notice shall include specific information regarding the scope of the claim, the alleged damages, and the applicable provisions of the applicable Customer Contract.  Upon request, Buyer shall provide Seller with all reasonable, applicable information related to such Special Loss in Buyer’s possession.  Buyer shall not settle any Special Losses for which Seller has any indemnification obligation hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

(b)           To the extent that any dispute arises between the Buyer and Seller with respect to the indemnification obligations under this Article X, the parties shall attempt to resolve such dispute expeditiously by first referring such dispute to the Senior Vice President, General Counsel and Secretary of Seller and the Vice President, Legal - Enterprise Markets Group of Buyer, who shall confer with each other and attempt in good faith to resolve such dispute.  If, after fifteen (15) Business Days of referring the dispute to the Senior Vice President, General Counsel and Secretary of Seller and the Vice President, Legal - Enterprise Markets Group of Buyer,   the parties are still unable to resolve the dispute, the dispute shall then be referred to the respective Chief Executive Officers of Buyer and Seller, who shall confer with each other and attempt in good faith to resolve such dispute.  If, after thirty (30) Business Days of referring the dispute to the respective Chief Executive Officers of Buyer and Seller, the parties are still unable to resolve the dispute they shall be free to seek any available remedies at law or in equity subject to the provisions of Article XII.

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10.4             Exclusive Remedy.  Notwithstanding Article IX, following the Closing Date, the sole and exclusive remedy of the Buyer Indemnified Parties with respect to any Actions for Losses resulting or arising from liability or indemnification obligations of Buyer to the applicable Existing Customer under the Customer Contracts shall be indemnification in accordance with this Article X.  Notwithstanding the foregoing, this Section 10.4 shall not operate to limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

ARTICLE XI
TERMINATION

11.1             Termination.  This Agreement may be terminated prior to the Closing as follows:

(a)           by mutual written consent of Seller and Buyer;

(b)           at the election of Seller or Buyer after the Outside Date, if the Closing shall not have occurred by the close of business on such date, provided that the right to terminate this Agreement under this Section 11.1(b) shall not be available to a party if such party is in material breach of any of its covenants or agreements under this Agreement;

(c)           by Seller or Buyer, if there shall be in effect a final, nonappealable order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction; provided, however, that the right to terminate this Agreement under this Section 11.1(c) shall not be available to a party if such order, writ, judgment, injunction, decree, stipulation, determination or award was primarily due to the failure of such party to perform any of its covenants or agreements under this Agreement;

(d)           by Buyer, in the event of a failure of any of the conditions set forth in Section 8.2 hereof, which has not been cured by the Outside Date or waived by Buyer; provided, however, that the right to terminate this Agreement under this Section 11.1(d) shall not be available to Buyer if Buyer is in material breach of any representation, warranty, covenant or other agreement contained in this Agreement; or

(e)           by Seller, in the event of a failure of any of the conditions set forth in Section 8.3 hereof, which has not been cured by the Outside Date or waived by Seller, it being agreed that a failure by Buyer to pay the Purchase Price when due and payable hereunder shall not be a breach capable of being cured and Seller shall have a right to terminate this Agreement immediately upon such failure to pay the Purchase Price; provided that, the right to terminate this Agreement under this Section 11.1(e) shall not be available to Seller if Seller is in material breach of any representation, warranty, covenant or other agreement contained in this Agreement.

11.2             Termination Procedure.  In the event of the termination of this Agreement by Seller, Buyer, or Seller and Buyer pursuant to Section 11.1 hereof, written notice thereof shall forthwith be given to the other party.

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11.3             Effect of Termination.  If this Agreement is validly terminated pursuant to Section 11.1 hereof, this Agreement shall immediately become void and of no further force and effect, and all further obligations of the parties under this Agreement shall terminate and such termination shall be without liability or obligation to any party hereunder, except (i) that the obligations of the parties under the Confidentiality Agreement and under Section 6.1 (Publicity), this Article XI, and Article XII (Miscellaneous) of this Agreement shall survive such termination and not be affected thereby, and (ii) that no such termination shall relieve any party from liability for fraud or any intentional and material breach of any representation, warranty or covenant contained in this Agreement.

ARTICLE XII
MISCELLANEOUS

12.1             Expenses.  Except as otherwise specifically provided in this Agreement or the Transaction Agreements, each party shall pay all transaction costs and expenses (including legal, accounting and other professional fees and expenses) incurred by it in connection with the negotiation, execution and performance of this Agreement and the Transaction Agreements and the consummation of the Transaction.

12.2             Notices.  All notices, requests, demands, claims and other communications that are required or may be given by a party pursuant to this Agreement must be in writing and delivered in accordance with the terms below to the other party at the following address (or to the attention of such other Person or such other address as such other party may provide by notice in accordance with this Section 12.2):

if to Buyer, to:

Savvis Communications Corporation

1 Savvis Parkway

St. Louis, MO 63017

Attn: Vice President — Legal, EMG

with a copy (which shall not constitute notice) to:

Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170-5100
Attn: Asher J. Friend
Facsimile: (504) 589-8362

if to Seller, to:

CIBER, Inc.

6363 South Fiddlers Green Circle, Suite 1400

Greenwood Village, CO 80111

Attention: General Counsel

Facsimile: (303) 224-4125

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with a copy (which shall not constitute notice) to:

Hogan Lovells US LLP

7930 Jones Branch Drive

Ninth Floor

McLean, VA 22102

Attention: Richard T. Horan, Jr.

Facsimile:  (703) 610-6200

and

Hogan Lovells US LLP

1200 Seventeenth Street, Suite 1500

Denver, CO 80202

Attention: Paul Hilton

Facsimile: (303) 899 7333

Any such notice or other communication will be deemed to have been given (i) if personally delivered, when so delivered, against written receipt, (ii) if sent by a nationally recognized overnight delivery service which guarantees next day delivery, one (1) Business Day after being so sent, (iii) if delivered by certified mail, three (3) Business Days following deposit in the United States mail, postage prepaid, (iv) if delivered by telecopier, once such notice or other communication is transmitted to the facsimile number specified above and the appropriate answer back or telephonic confirmation is received, provided that such notice or other communication is promptly thereafter delivered in accordance with the provisions of clauses (i), (ii) or (iii) hereof.  Any notice, request, demand, claim or other communication given hereunder using any other means (including ordinary mail or electronic mail) shall not be deemed to have been duly given unless and until such notice, request, demand, claim or other communication actually is received by the individual for whom it is intended.

12.3             Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties and any purported assignment or delegation in violation hereof shall be null and void except for assignments and transfers by operation of Law.  Notwithstanding the foregoing, Buyer shall have the right to assign all or certain provisions of this Agreement, or any right or interest herein, and may delegate any obligation hereunder, without the consent of Seller, to any Affiliate of Buyer, provided that, no such assignment or delegation shall relieve Buyer of any of its obligations hereunder.

12.4             Bulk Sale and Bulk Transfer Compliance.  Buyer hereby waives compliance by Seller with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the Transaction.

12.5             Amendments and Waiver.  This Agreement may not be modified or amended except in writing signed by the parties hereto, and the terms of this Agreement may be waived only by a written instrument signed by the party or parties waiving compliance.  No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other

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provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise provided.  No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

12.6             Entire Agreement.  This Agreement (including the Transaction Agreements and the other documents and instruments contained as Annexes, Exhibits and Schedules hereto or thereto expressly contemplated hereby or thereby) contain the entire understanding of the parties relating to the subject matter hereof and thereof supersede all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.  The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated by reference into and made a part of this Agreement as if fully set forth in the text hereof.

12.7             Specific Performance.  Each party hereto acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by the other party, that the non-breaching party hereto would suffer irreparable harm as a result of any such breach, and that, in addition to all other remedies available under this Agreement or at law or in equity, the non-breaching party hereto shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach, without posting any bond, security or other undertaking and without providing that monetary damages would be inadequate.  In the event of any action by any party to enforce this Agreement, the other party hereto hereby waives the defense that there is an adequate remedy at law.

12.8             No Third Party Beneficiaries.  This Agreement is made for the sole benefit of the parties hereto, and their respective successors and permitted assigns, and for the benefit of the Persons provided for in Article IX and Article X (to the extent specified therein), and, except for the provisions of Article IX and Article X (which are intended to be for the benefit of the Persons provided for therein), nothing contained herein, express or implied, is intended to or shall confer upon any other Person or other any third party any legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

12.9             Governing Law.  This Agreement will be governed by and construed and interpreted in accordance with the substantive Laws of the State of Delaware, without giving effect to any conflicts of Law, rule or principle that might require the application of the Laws of another jurisdiction.

12.10           Neutral Construction.  The parties to this Agreement agree that this Agreement was negotiated fairly between them at arm’s length and that the final terms of this Agreement are the product of the parties’ negotiations.  Each party acknowledges and agrees that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby.  The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a party or parties on the grounds that the party or parties drafted or was more responsible for drafting the provision(s).

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12.11           Severability.  In the event that any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held by a court of competent jurisdiction or other Governmental Authority to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement in any other jurisdiction, but this Agreement shall be reformed and construed in such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction, provided that any such reform or construction does not affect the economic or legal substance of the Transaction in a manner adverse to any party.

12.12           Heading; Interpretation; Schedules and Exhibits.  The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.  References to Sections or Articles, unless otherwise indicated, are references to Sections and Articles of this Agreement.  The words “include,” “includes,” and “including” when used herein are deemed in each case to be followed by the words “without limitation.”  Words (including defined terms) in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires.  The terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement unless otherwise specified.  It is understood and agreed that neither the specifications of any dollar amount nor the inclusion of any specific item in this Agreement, the Schedules or Exhibits is intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and no party shall use the fact of setting of such amounts or the fact of the inclusion of such item in the Schedules or Exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter is or is not material for purposes hereof. The Disclosure Schedules may include items or information that Seller or Buyer, as the case may be, is not required to disclose under this Agreement.  Disclosure of information included on any Disclosure Schedule (or portion of any Schedule) shall be considered disclosure for all other Disclosure Schedules (or other portions of other Disclosure Schedules) (other than the Disclosure Schedule corresponding to Section 3.6 (or any portions of such Schedule)) to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other Disclosure Schedules (or such other portions of other Disclosure Schedules).  In addition, the fact that any disclosure on any Schedule is not required to be disclosed in order to render the applicable representation or warranty to which it relates true, or the fact that the absence of disclosure on any Schedule would not constitute a breach of the applicable representation or warranty, shall not be deemed or construed to expand the scope of any representation or warranty hereunder or to establish a standard of disclosure in respect of any representation or warranty.

12.13           Consent to Jurisdiction and Service of Process.  EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 1.6 EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN EQUITY, IN CONTRACT OR IN TORT OR OTHERWISE, RELATING TO THIS AGREEMENT, THE TRANSACTION AGREEMENTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES ARISING HEREUNDER OR THEREUNDER OR

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THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BROUGHT AGAINST A PARTY HERETO OR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE).  SUBJECT TO THE PROVISIONS OF SECTION 1.6 (WHICH SHALL GOVERN ANY DISPUTE ARISING THEREUNDER), EACH PARTY HERETO (I) ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE PERSONAL JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING SPECIFIED IN THE FOREGOING SENTENCE TO BE BROUGHT AND DETERMINED EXCLUSIVELY IN SUCH COURTS (SUCH COURTS, WITH RESPECT TO SUCH ACTION OR PROCEEDING, THE “APPLICABLE COURTS”), (II) IRREVOCABLY AGREES THAT, EXCEPT FOR THE ENFORCEMENT OF ANY JUDGMENT ENTERED BY ANY APPLICABLE COURTS ARISING FROM ANY SUCH ACTION OR PROCEEDING, IT WILL NOT BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES ARISING HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY COURT OTHER THAN THE APPLICABLE COURTS, (III) IRREVOCABLY WAIVES ANY DEFENSE OF FORUM NON CONVENIENS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE APPLICABLE COURTS, AND (IV) IRREVOCABLY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE APPLICABLE COURTS AFTER THE EXPIRATION OF ANY PERIOD PERMITTED FOR APPEAL AND SUBJECT TO ANY STAY DURING APPEAL SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFORESAID COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY IN THE MANNER PROVIDED IN SECTION 12.2. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

12.14           Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION AGREEMENTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES ARISING HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.14. IN THE EVENT OF ANY SUCH LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

12.15           Counterparts.  This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  Facsimile and pdf signatures shall be treated as original signatures for all purposes hereunder.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the parties hereto. Until and unless each party has received a counterpart hereof signed by all parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

12.16           Non-Recourse.  Except for fraud, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Buyer or Seller or their respective Affiliates shall have any personal Liability for any obligations or liabilities of Seller under this Agreement, any other Transaction Agreement or any claim based on, in respect of, or by reason of, the Transaction.

12.17           Inconsistencies with Other Agreements.  In the event of any inconsistency between the provisions in the body of this Agreement and those in the Transaction Agreements referred to herein, the provisions in the body of this Agreement will prevail and govern.  The indemnification provisions contained in Article IX and Article X of this Agreement shall govern the indemnification rights, procedures and limitations of the parties with respect to indemnification under the Selling Subsidiary Acquisition Agreements.

12.18           Obligations of Seller and Buyer.  Whenever this Agreement requires a Subsidiary or other Affiliate of Seller to take any action, that requirement shall be deemed to include an undertaking on the part of Seller to cause that Subsidiary or other Affiliate of Seller to take that action. Whenever this Agreement requires a Subsidiary or other Affiliate of Buyer to take any action, that requirement shall be deemed to include an undertaking on the part of Buyer to cause that Subsidiary or other Affiliate of Buyer to take that action.

12.19           Confidentiality Agreement.  Buyer acknowledges that all information provided to it or its Affiliates or its or their respective Representatives by or on behalf of Seller is subject to the terms of the applicable provisions of the Confidentiality Agreement, provided, that (a) the limitations on disclosure specified therein shall not be applicable to any disclosures by Buyer or its Affiliates or any of their respective Representatives to the extent that such disclosures are express exceptions in this Agreement to the limitations on disclosure set forth in this Agreement and (b) in the event of a conflict between provisions of the Confidentiality Agreement and provisions of this Agreement, the provisions of this Agreement shall govern.

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[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed by a duly authorized officer as of the date first above written.

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ANNEX I

DEFINITIONS

1.             Certain Definitions.  For all purposes of and under this Agreement, the following terms shall have the respective meanings set forth below:

“Accounts Receivable” means all accounts receivable as of a certain date, including accounts receivable for (1) amounts billed but unpaid as of such certain date; and (2) unbilled amounts including (i) for goods and services clearly identified with the period prior to such certain date, and (ii) for services rendered that overlap that certain date, an equitable proration of accounts receivable related to such services.

“Action” means any claim (including a third-party claim), action, cause of action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or other investigation.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, that Person.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities, by contract or otherwise.

“AMS Employees” means those Business Employees who are primarily dedicated to supporting Application Managed Services on behalf of the ITO Business, irrespective of wherever such Business Employees may be physically located.

“Bid” means any final quotation, bid or proposal, solicited or unsolicited, made by Seller that if accepted or awarded to Seller would lead to a Contract (a) with respect to an Existing Customer as of the date of this Agreement, with additional or different terms and conditions as those reflected in the Contract with such Existing Customer, (b) with any Prospective Customer for the sale of products or services by the ITO Business, or (c) worth more than $250,000 on an annual basis with any Prospective Customer or Existing Customer for the sale of products or services by the ITO Business.

“Bill of Sale and Assignment and Assumption Agreement” means that certain Bill of Sale and Assignment and Assumption Agreement, dated as of the Closing Date, between Buyer and Seller, in substantially the form of Exhibit A hereto.

“Business Day” means any weekday (Monday through Friday) on which commercial banks in New York, New York are open for business.

“Business Employee Liabilities” means all obligations, liabilities, commitments and rights with respect to the Continuing Employees and the Non-Continuing Employees that Buyer is obligated to assume, honor or purchase pursuant to Section 1.1(c)(v), Section 5.7 and Section 6.3, in addition to all retention bonuses in connection with Seller’s key employee retention bonus program described on Schedule 1.3(c), accrued bonuses, severance obligations and accrued base

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salary and/or wages through the Closing Date (excluding any payroll taxes related thereto (including FICA, Medicare and unemployment taxes)) with respect to the Continuing Employees.

“Business Excluded Intellectual Property” means the Intellectual Property set forth on Schedule 1.9, which Intellectual Property is used with the ITO Business, but, except as expressly provided otherwise, is excluded from the applicability of this Agreement.

“Buying Subsidiaries” means the subsidiaries of Buyer listed on Schedule I.1 hereto.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Confidentiality Agreement” means the Confidentiality Agreement dated September 27, 2011, between Buyer and Seller.

“Contract” means any contract, agreement, non-governmental license, sales and purchase orders, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, concession agreement, guaranty, binding commitment or other agreement.

“Controlled Group” means any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“Customer Intellectual Property” means the Intellectual Property owned, used or licensed by customers of the ITO Business or of Seller that is stored on Seller’s Hardware or IT Systems or that is otherwise held or used by the ITO Business on behalf of such customers.

“Credit Agreement” means that certain Credit Agreement, dated May 7, 2012, by and among Seller and certain of its Affiliates and the Lenders.

“Earn-Out Amount” means the earn-out amount to be paid by Buyer to Seller based on the total Monthly Recurring Revenue as described in Section 1.6(a) as of January 31, 2014, listed on the Final Earn-Out Determination Report, as indicated on Annex II hereto.

“Earn-Out Period” means the period beginning on the Closing Date and ending on December 31, 2013.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, adverse claim of ownership or use, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other encumbrance of any kind or character.

“Environmental Encumbrance” means any Encumbrance in favor of any Governmental Authority for Environmental Liabilities.

“Environmental Law” means any applicable Law, order, regulation, decree, permit, license, ordinance, or other federal, state, county, provincial, local or foreign governmental requirements in effect prior to and as of the Closing Date relating to pollution, the protection of human health and the environment, or the Release of any Hazardous Substance into the environment, including the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., as amended; the Resource Conservation and

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Recovery Act (“RCRA”), 42 U.S.C. 6901 et seq., as amended; the Clean Air Act (“CAA”), 42 U.S.C. 7401 et seq., as amended; the Clean Water Act (“CWA”), 33 U.S.C. 1251 et seq., as amended; the Occupational Safety and Health Act (“OSHA”), 29 U.S.C. 655 et seq.

“Environmental Liability” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, natural resource damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions an d interest incurred as a result of any claim or demand by any governmental authority or any third party, and which relate to any environmental condition, violation or alleged violation of Environmental Laws or Releases of Hazardous Substances at, onto, from, beneath or otherwise relating to (i) any of the Real Property or any other properties or facilities currently or formerly owned, leased, operated or otherwise used by the ITO Business or a predecessor in interest; (ii) adjoining properties or businesses; or (iii) any facilities which received Hazardous Substances generated by the ITO Business or a predecessor in interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“FIRPTA Certificate” means an affidavit of Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance as required under the Treasury Regulations issued pursuant to Sections 897 and 1445 of the Code stating that at no time during the five years preceding the Closing Date were any of the Purchased Assets “United States real property interests” as defined in Section 897 of the Code or that Seller is not a “foreign person” as defined in Section 1445 of the Code.

“Fundamental Buyer Representations” means the representations and warranties of Buyer set forth in Sections 4.1 (Organization), 4.2 (Authority) and 4.6 (Brokers).

“Fundamental Seller Representations” means the representations and warranties of Seller set forth in Sections 3.1 (Organization), 3.2 (Authority), 3.12 (Taxes), 3.19 (Brokers) and 3.20 (Title and Sufficiency of Assets).

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time and consistently applied.

“Governmental Authority” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.

“Governmental Order” means any Law, order, judgment, injunction, decree, stipulation or determination issued, promulgated or entered by or with any Governmental Authority of competent jurisdiction.

“Hardware” means any computer hardware, equipment and peripherals of any kind and of any platform, including desktop and laptop personal computers, handheld computerized

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devices, servers, mid-range and mainframe computers, process control and distributed control systems, and all network and other communications and telecommunications equipment.

“Hazardous Substance” means petroleum, friable or damaged asbestos containing materials, petroleum by-products, polychlorinated biphenyls and any other chemicals, materials, substances or wastes which are currently defined or regulated as toxic or hazardous to human health or the environment under any Environmental Law, including those defined or regulated as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “toxic air pollutants,” “hazardous air pollutants,” “pollutants,” or “contaminants”.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HITECH” means the Health Information Technology for Economic and Clinical Health Act, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“Indebtedness” with respect to any Person, means, at any time without duplication, (i) all indebtedness of such Person for borrowed money (whether current or funded, or secured or unsecured); (ii) all obligations of such Person for the deferred purchase price of property or services including as an “earn-out” or other consideration for the acquisition of a business or assets and whether contingent or otherwise (other than trade payables incurred in the ordinary course of such Person’s business); (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (iv) all obligations of such Person as lessee (or in respect of synthetic leases) which are required to be capitalized in accordance with GAAP; (v) all obligations in respect of letters of credit, to the extent drawn, surety bonds, to the extent drawn, and bankers’ acceptances issued for the account of such Person; (vi) all obligations secured by an Encumbrance on the assets or properties of such Person; (vii) all obligations of such Person for interest, fees and other expenses, prepayment penalties, and breakage costs, or any of them, owed with respect to any indebtedness or obligations referred to above; and (viii) all indebtedness or obligations referred to above which are directly or indirectly guaranteed by any such Person or which any such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it is liable (contingently or otherwise) or has otherwise assured a creditor against loss; provided, however, that Indebtedness does not include any deferred Taxes shown on the Financial Statements.

“Indemnification Claim” means any Action in respect of which payment may be sought under Article IX of this Agreement.

“Intellectual Property” means all foreign and domestic (i) registered and unregistered trademarks, service marks, trade names, logos, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, symbols, trade dress, assumed names, fictitious names, and other indicia of origin, and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents and patent applications therefor (collectively, “Patents”); (iii)  trade secrets and confidential or proprietary business or technical information and know-how, including processes, schematics, databases,

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data, formulae, drawings, prototypes, models, designs and customer lists; (iv) published and unpublished works of authorship, registered and unregistered copyrights in all works, including Software, “moral” rights and mask work rights and applications for copyright registrations; (v) electronic data processing, information, recordkeeping, communications, telecommunications, account management, inventory management and other such Hardware and Software (including all databases, firmware, hardware and related documentation) and web sites (including the content and underlying architecture) (collectively, “IT Systems”); (vi) applications, divisions, continuations, continuations-in-part, renewals, reissuances, extensions, restorations, reversions, and modifications of the foregoing (as applicable); and (vii) all other intellectual property or proprietary rights and claims or causes of action arising out of or related to any infringement, misappropriation or other violation of any of the foregoing, including rights to recover for past, present and future violations thereof.

“IRCA” means the Immigration Reform and Control Act of 1986, as amended.

“Key Employees” means those Business Employees listed on Schedule 8.2(e).

“Knowledge of Buyer,” “Buyer’s Knowledge,” and phrases of similar import mean, with respect to any matter in question relating to Buyer, the actual knowledge of such matter by any of Jens Teagan and Pete Bazil, in each case after (and assuming) reasonable inquiry.

“Knowledge of Seller,” “Seller’s Knowledge,” and phrases of similar import mean, with respect to any matter in question relating to Seller or the ITO Business, the actual knowledge of such matter by any of Cynthia Boucher, Jeffrey Edelman, Rick Gaisser, George Maroulakos and Gerald Tywoniuk, in each case after (and assuming) reasonable inquiry it being understood that, for purposes of Section 3.16, “reasonable inquiry” does not require environmental testing or sampling of any kind.

“Law” means any supranational, federal, state, country, provincial, local or foreign statute, law, ordinance, regulation, directive, rule, code or rule of common law.

“Liability” means any indebtedness, obligation and other liability (whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due), including, any fine, penalty, judgment, award or settlement respecting any judicial, administrative or arbitration proceeding, damage, loss, claim or demand with respect to any Law.

“Lenders” means Wells Fargo Bank, N.A. and the other lenders party to the Credit Agreement.

“License” means any franchise, approval, permit, order, authorization, consent, license, registration or filing, certificate, variance and any other similar right obtained from or filed with any Governmental Authority.

“Losses” (and “Loss” in the singular) means all damages, losses, Actions, liabilities, demands, charges, suits, penalties, costs and expenses (including reasonable attorneys’ fees and expenses and reasonable out-of-pocket costs of investigating, preparing or defending any such claim).

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“Material Adverse Effect” means any event, change, effect or development that, either individually or in the aggregate with all other events, changes, effects or developments, (x) has had, or would be reasonably expected to have, a material adverse effect on the financial condition, assets, or results of operations of the ITO Business, taken as a whole or (y) has, or would be reasonably expected to, materially impair the ability of Seller to consummate the Transaction; provided, however, that, for purposes of clause (x) above, no events, changes, effects or developments directly or indirectly resulting from or arising out of the following shall be considered in determining whether a Material Adverse Effect has occurred or would be reasonably expected to occur: (i) conditions in the United States or foreign economies or securities or financial markets in general (so long as the foregoing do not adversely affect the ITO Business in a materially disproportionate manner relative to the other participants in the industry in which the ITO Business participates); (ii) conditions affecting the industry in which the ITO Business participates (so long as the foregoing do not adversely affect the ITO Business in a materially disproportionate manner relative to the other participants in the industry in which the ITO Business participates); (iii) earthquakes or other natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions (so long as the foregoing do not adversely affect the ITO Business in a materially disproportionate manner relative to the other participants in the industry in which the ITO Business participates); (iv) the announcement or performance of this Agreement, except, in each case, to the extent such events, changes, effects or developments arise out of (x) material breaches by Seller of its contractual obligations hereunder or (y) material breaches by Seller of its contractual obligations under other Contracts to which it is a party which arise out of the performance by Seller of this Agreement; (v) any action taken or not taken by Seller either required or contemplated to be taken or not taken, as applicable, by (A) the terms of this Agreement or (B) with the prior written consent of Buyer, except, in the case of clause (v)(A) above, to the extent such events, changes, effects or developments arise out of (x) material breaches by Seller of its contractual obligations hereunder or (y) material breaches by Seller of its contractual obligations under other Contracts to which it is a party which arise out of the performance by Seller of this Agreement; (vi) changes in applicable Laws (so long as the foregoing do not materially disproportionately affect the ITO Business relative to the other participants in the industry in which the ITO Business participates); or (vii) any failure, in and of itself, by Seller to meet internal projections or forecasts or revenue or earnings predictions with respect to the ITO Business for any period ending on or after the date of this Agreement (it being understood that the exception set forth in this clause (vii) shall not prevent or otherwise affect a determination that the underlying cause of any failure referred to in this clause (vii) (if not otherwise falling within any of the exceptions set forth in this proviso) is a Material Adverse Effect).

“Material Contract” means any Purchased Contract, except those Purchased Contracts set forth on Appendix I, the Real Property Leases and the Contracts listed on Schedule 5.5(a).  Those Purchased Contracts that are Purchased Contracts by operation of Section 1.1(c)(v) shall be deemed “Material Contracts” only for purposes of representations and warranties made as of the Closing Date.

“Monthly Recurring Revenue” means for a particular month, (a) with respect to Article X and Section 1.6(a)(i), the sum of monthly services revenue generated by Buyer or any of its Affiliates from an Existing Customer pursuant to the terms of the applicable Customer

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Contract(s) associated with such Existing Customer, (b) with respect to Section 1.6(a)(ii), the sum of monthly services revenue generated by Buyer or any of its Affiliates pursuant to a direct written Contract between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, for the purchase of such services, (c) with respect to Section 1.6(a)(iii), the sum of monthly recurring charges due to Buyer or any of its Affiliates under the MSRA (and in each of (a), (b) and (c) above, such revenue or charges, as the case may be, as determined and recognized in accordance with GAAP consistently applied with the past practices of Seller). Monthly Recurring Revenue shall (i) include revenue generated in the applicable month from an Existing Customer even if such Existing Customer has given a notification of future cancellation, (ii) include deferred revenue previously recorded by the Buyer now recognized in that particular month, (iii) exclude revenue to be recorded in future months for future services for an Existing Customer that has signed a contract in that month for service expansion in the future (unless revenue is realized in that month), (iv) exclude revenue related to set-up fees, project work not contracted to extend through the remaining months of the contract or work that is short term in nature, (v) exclude non-recurring revenue and service credit adjustments, and (vi) exclude any payments made by Seller or any of its Affiliates to Buyer or any of its Affiliates under the Transition Services Agreement.  Calculations of Monthly Recurring Revenue shall be consistent with the example calculation set forth in Annex V hereto.

“Ordinary Course of Business” means, except with respect to Purchased Contracts noted below, the ordinary course of business of the ITO Business consistent with its past practice.  With respect to Purchased Contracts, “Ordinary Course of Business” includes entry into purchase orders, change orders, statements of work and similar documents or modifications (other than those purchase orders, change orders, statements of work and similar documents or modifications that have revenue equal to or greater than $250,000 on an annual basis (“Material Orders”), in which case such purchase orders, change orders, statements of work and similar documents or modifications shall be deemed, for purposes of this Agreement, not to be in the Ordinary Course of Business) entered into under existing service agreements, except for those changes (irrespective of whether such changes are also Material Orders) that alter or include additional or different terms and conditions to a master services agreement other than extensions of the term thereunder or such changes as required by Law.

“Organizational Documents” means, with respect to any Person (other than an individual), the articles or certificate of incorporation, bylaws, certificate of formation, limited liability company operating agreement, or other similar organizational documents of such Person.

“Other Business Intellectual Property” means the Other Business Licensed Intellectual Property and the Other Business Owned Intellectual Property.

“Other Business Licensed Intellectual Property” means Intellectual Property used in connection with the ITO Business that is licensed to Seller or any of its Affiliates by any Person and that is not Purchased Licensed Intellectual Property, Business Excluded Intellectual Property or Customer Intellectual Property.

“Other Business Owned Intellectual Property” means Intellectual Property that is owned by Seller or any of its Affiliates and used in connection with the ITO Business and that is not

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Purchased Business Owned Intellectual Property, Business Excluded Intellectual Property or Customer Intellectual Property.

“Outside Date” means November 25, 2012.

“Permitted Encumbrances” means (i) Encumbrances arising pursuant to any Indebtedness of Seller that will be released effective as of the Closing; (ii) statutory encumbrances incurred or deposits made in the Ordinary Course of Business in connection with workers compensation, employment insurance and other social security legislation (and for which there are adequate accruals or reserves specifically set forth on the Applicable Balance Sheet); (iii) Encumbrances for current Taxes not yet due and payable or which are being contested in good faith and, as a result thereof, are not currently payable (and, in either case, for which there are adequate accruals or reserves specifically set forth on the Applicable Balance Sheet); (iv) builder, mechanic, warehousemen, materialmen, contractor, workmen, repairmen, carrier or other similar Encumbrances arising and continuing in the Ordinary Course of Business for obligations that are not yet due and payable (and for which there are adequate accruals or reserves specifically set forth on the Applicable Balance Sheet); (v) Encumbrances securing rental payments under capital lease arrangements of Seller, provided that such Encumbrances will be released effective as of the Closing; (vi) Encumbrances (and the affected assets or properties) specifically disclosed in the notes to the Applicable Balance Sheet; (vii) as to any parcel of Real Property, (x) all matters of record prior to the date hereof (excluding, however, any mortgage, deed to secure debt, deed of trust, security agreement, judgment lien or statutory claim of lien or any other title exception or defect that is monetary in nature, other than those in favor of Buyer) and (y) any other easement, encroachment, encumbrance or other condition on such Real Property that does not adversely affect in any material respect, either individually or in the aggregate, the use or occupancy of such Real Property as currently used by Seller in the Ordinary Course of Business or render title thereto uninsurable; (viii) as to any Intellectual Property of Seller relating to the ITO Business, customary customer license rights under Customer Contracts; and (ix) Encumbrances as of the date hereof set forth on Schedule 1.5.

“Person” means any individual, general or limited partnership, firm, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity or Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing.

“Purchased Business Intellectual Property” means the Purchased Business Owned Intellectual Property and the Purchased Business Licensed Intellectual Property.

“Purchased Business Licensed Intellectual Property” means Intellectual Property used primarily with the ITO Business that is licensed to Seller or any of its Affiliates by any Person, as set forth on Schedule 1.1(f). The Purchased Business Licensed Intellectual Property shall not include any Customer Intellectual Property.

“Purchased Business Owned Intellectual Property” means Intellectual Property that is owned by Seller or any of its Affiliates and used primarily with the ITO Business, as set forth on

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Schedule 1.1(f). The Purchased Business Owned Intellectual Property shall not include any Customer Intellectual Property.

“Real Property Lease Transfer Documents” shall mean transfer documents in appropriate form for recordation with the applicable Governmental Authorities, in order to effectuate the Real Property Lease related transactions contemplated by Article I, which are mutually satisfactory to the parties.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of a Hazardous Substance into the environment.

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Substances in the indoor or outdoor environment; (ii) prevent or minimize a Release of Hazardous Substances so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; (iv) comply with or address violations of Environmental Laws; or (v) any other actions required by any Environmental Law or Governmental Authority.

“Representatives” means, with respect to a Person, such Person’s Affiliates, and such Person’s and such Person’s Affiliates respective officers, directors, employees, accountants, counsel, advisors, agents, and representatives.

“Seller Names and Marks” means the name “CIBER” together with all variations and acronyms thereof and all trade names, trademarks, service marks, brands, logos, emblems, identifying symbols, and Internet domain names related thereto or containing, incorporating, associated with, or comprising any of the foregoing, including any transliterations thereof or any name or mark confusingly similar thereto.

“Selling Subsidiaries” means the subsidiaries of Seller listed on Schedule I.2 hereto.

“Selling Subsidiary Assets” means those Purchased Assets owned or held for use by a Selling Subsidiary.

“Selling Subsidiary Acquisition Agreements” means definitive transfer agreements relating to the transfer to Buyer or an Affiliate of Buyer of the portion of the ITO Business held or operated by the Selling Subsidiaries, (i) in the form of Exhibit D1 and Exhibit D2, (ii) in substantially the form of Exhibit D3, and (iii) with respect to Exhibit D4, in a form to be agreed to by the parties prior to Closing.

“Severance Deduction” means the Final Severance Amount, up to a maximum of One Million Five Hundred Thousand Dollars ($1,500,000).

“Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to

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design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; (iv) all documentation, including user manuals and other training documentation related to any of the foregoing; and (v) any of the foregoing that is installed on Hardware, in any and all forms and media, whether recorded on paper, magnetic media or other electronic or non-electronic media.

“Special Indemnification Deductible” means with respect to a particular Customer Contract, (a) for Customer Contracts with a Monthly Recurring Revenue as of the Closing Date of less than or equal to $25,000: $600,000; (b) for Customer Contracts with a Monthly Recurring Revenue as of the Closing Date between $25,001 and $50,000: $1,200,000; (c) for Customer Contracts with a Monthly Recurring Revenue as of the Closing Date between $50,001 and $100,000: $2,400,000; and (d) for Customer Contracts with a Monthly Recurring Revenue as of the Closing Date of more than $100,000: an amount equal to two (2) multiplied by the Annual Recurring Revenue with respect to such Customer Contract.  For purposes of this definition, “Annual Recurring Revenue” shall mean the Monthly Recurring Revenue of a particular Customer Contract as of the Closing Date multiplied by twelve (12).

“Special Indemnification Survival Period” means, with respect to a particular Customer Contract, the period beginning on the Closing Date and ending on the earlier of:  (i) the expiration of the then current term (as of the Closing Date) and any applicable periods of continuing post-contract service obligations such as transition assistance of such Customer Contract that exist as of the Closing Date; (ii) the replacement of such Customer Contract by a new contract between Buyer and the applicable Existing Customer or an Affiliate thereof; or (iii) the execution by Buyer and the applicable Existing Customer or an Affiliate thereof of any amendment (other than changes to entity names, notice addresses, or similar administrative changes) with respect to the applicable Customer Contract.

“Straddle Period” means any Tax period that begins before the Closing and ends after the Closing.

“Subcontract” means a subcontract to be entered as of the Closing between Buyer (or an Affiliate thereof) and CIBER Europe Limited in a form mutually agreed by the parties whereby CIBER Europe Limited shall subcontract to Buyer (or an Affiliate thereof) the performance of CIBER Europe Limited’s obligations under that certain International SAP Managed Services Contract dated as of May 11, 2009 between Marks and Spencer PLC and CIBER Europe Limited.

“Subsidiary” means, with respect to any Person, any entity of which (i) securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (ii) 50% or more of the equity interests are at the time directly or indirectly owned by such Person. For purposes of this Agreement, the Subsidiaries of Seller shall be deemed to include only those Subsidiaries which have right, title and interest in or to the Purchased Assets or otherwise participate in the ITO Business.

“Tax” means any federal, state, local or foreign income, gross receipts, sales, value added, stamp duty, stamp duty land, national insurance contribution, use, ad valorem, employment, severance, transfer, gains, profits, excise, franchise, property, capital stock, premium, minimum and alternative minimum or other taxes, fees, levies, duties, assessments or charges of any kind

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or nature whatsoever imposed by any Governmental Authority (whether payable directly or by withholding), together with any interest, penalties (civil or criminal), additions to, or additional amounts imposed by, any Governmental Authority with respect thereto, and any expenses incurred in connection with the determination, settlement or litigation of any Liability therefore.

“Tax Accountant” means an accounting firm of international reputation mutually agreeable to Buyer and Seller.

“Tax Return” means a report, return or other information required to be supplied to a Governmental Authority with respect to any Tax.

“Transaction” means the transactions contemplated hereby and by the Transaction Agreements.

“Transaction Agreements” means (i) the Real Property Lease Transfer Documents, (ii) the Transition Services Agreement, (iii) the Bill of Sale and Assignment and Assumption Agreement, (iv) the Selling Subsidiary Acquisition Agreements, (v) the Subcontract and (vi) any other agreement, document, certificate or instrument executed and delivered by a party in connection with the transactions contemplated by this Agreement (including any certificates delivered by a party pursuant to Article II or Article VIII of this Agreement).

“Transition Services Agreement” means that Transition Services Agreement, dated as of the Closing Date, between Buyer and Seller, in a form to be agreed to by the parties prior to Closing.

“Vendor Contracts” means those Contracts with third-party vendors set forth on Schedule 1.1(c)(iv).

2.             Certain Additional Definitions.  For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below:

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ANNEX II

EARN-OUT CALCULATION

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ANNEX III

COVENANTS

Pre-Closing:

·                                          Section 5.1

·                                          Section 5.2

·                                          Section 5.4

·                                          Section 5.5

·                                          Section 5.6

·                                          Section 5.7

·                                          Section 5.8

·                                          Section 5.9

·                                          Section 5.10

·                                          Section 5.11

·                                          Section 5.12

·                                          Section 5.13

Post-Closing/Ongoing:

·                                          Section 1.6

·                                          Section 6.1

·                                          Section 6.2

·                                          Section 6.3

·                                          Section 6.4

·                                          Section 6.5

·                                          Section 6.6

·                                          Section 6.7

·                                          Section 6.8

·                                          Section 6.9

·                                          Section 6.10

·                                          Section 6.11

·                                          Article VII

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ANNEX IV

INDEMNITY EXAMPLES(1)

Example

Six months after the Closing Date, Buyer makes a claim against Seller for a breach of its representations and warranties made in each of Sections 3.3 (No Violation; Third Party Consents), 3.6 (Undisclosed Liabilities) and 3.7 (Absence of Material Adverse Effect and Certain Changes).

1.              Buyer makes a claim for indemnification with respect to Section 3.3(b) for Losses in the aggregate amount of $12,000, based principally on the allegation that Seller failed to disclose two Material Contracts, the first of which terminated as a result of the Transaction and the second of which resulted in a breach that requires Buyer to pay liquidated damages. Specifically, Buyer’s alleged Loss of $12,000 is aggregated from three related Actions pursuant to which Seller’s breach of Section 3.3(b) caused Buyer to suffer Losses of (i) $4,000 related to reasonable attorneys’ fees incurred in connection with Buyer’s efforts to enforce the terminated contract, (ii) $5,000 related to expenses incurred in securing a contract with a different party to replace the terminated contract, and (iii) $3,000 related to the liquidated damages payment made by Buyer under the terms of the separate contract which was breached.

2.              Buyer makes a claim for indemnification with respect to Section 3.6 for Losses in the amount of $99,000 based on the allegation that Seller failed to disclose a liability assumed by Buyer that was required to be reserved against and described on the Applicable Balance Sheet, which Buyer now has to satisfy with a third party within 10 days or risk being in default.(2)

3.              Buyer makes a claim for indemnification with respect to Section 3.7 for Losses in the amount of $9,000 based on the allegation that Seller failed to disclose the transfer to a third party of a license under the Purchased Business Intellectual Property, which $9,000 amount reflects the cost incurred by Buyer to replace the services provided under the transferred license.

Buyer may assert a claim for indemnification for total Losses in the amount of $111,000, representing Buyer’s (i) $12,000 Loss as a result of Seller’s breach of Section 3.3(b) and (ii) $99,000 Loss as a result of Seller’s breach of Section 3.6. Each of the $12,000 Loss (due to the

(1) The purpose of this Annex IV and the example are to guide a potential trier of fact with respect to analyzing the Claims-Specific Threshold and the Basket contained in Article IX and an application of the “materiality scrape” provided in Section 9.2(d)).

(2) In the event the liability referenced herein was not assumed by Buyer, it would constitute an Excluded Liability and Buyer’s ability to recover any Losses with respect to this claim would not be subject to the Claims-Specific Threshold, Basket or Cap.

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ability of Buyer to aggregate the Losses of $4,000, $5,000 and $3,000 resulting from related Actions) and $99,000 Loss exceed the Claims-Specific Threshold. In the aggregate, these Losses also exceed the Basket.  Buyer may not assert a claim for indemnification for Losses related to Seller’s breach of Section 3.7(f) because the Loss of $9,000 does not exceed the Claims-Specific Threshold and, as a result, cannot be counted towards the Basket or further towards the Cap.

Assuming Buyer and Seller are unable to mutually resolve Buyer’s claims for indemnification, litigation ensues.

The trier of fact, when making his assessment as to the existence of a breach or the amount of Losses suffered by Buyer shall take into account Section 9.2(d) of the Agreement and disregard any Material Adverse Effect and materiality qualifications contained in Sections 3.3(b), 3.6 and 3.7(f) as follows:

3.3       No Violation; Third Party Consents.  Except as set forth on Schedule 3.3 and Section 3.4, the execution and delivery by Seller of this Agreement and the Transaction Agreements to which Seller and each of the Selling Subsidiaries is a party, the performance by Seller and each of the Selling Subsidiaries of their obligations hereunder and thereunder, as applicable, and the consummation by Seller and each of the Selling Subsidiaries of the Transaction, will not conflict with, contravene or violate, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation under, the terms and provisions of (a) Seller or any of the Selling Subsidiaries’ Organizational Documents, (b) any Material Contract, (c) any Law applicable to the ITO Business or any Governmental Order issued by a Governmental Authority by which Seller or any of the Selling Subsidiaries are bound or obligated, (d) result in the creation or imposition of any Encumbrances (other than Permitted Encumbrances) on any assets or properties of Seller and the Selling Subsidiaries (including the Purchased Assets) relatedmaterial to the ITO Business, or (e) except as set forth on Schedule 3.3(e), require a consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with respect to the transfer of the Purchased Assets; except, in the case of clauses (b) and (c) of this Section 3.3, as would not have a Material Adverse Effect.

3.6       Undisclosed Liabilities.  Except as set forth on Schedule 3.6, Seller and its Affiliates do not have any Liabilities related to the ITO Business that would have been required to be reflected in, reserved against or otherwise described on the Applicable Balance Sheet or in the notes thereto, and were not so reflected, reserved against or described, other than (i) those incurred in the Ordinary Course of Business since the date of the Applicable Balance Sheet (the “Balance Sheet Date”) that have not arisen from any breach of contract, breach of warranty, tort, infringement claim, violation of applicable Law, or any Action and (ii) those that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

3.7       Absence of Material Adverse Effect and Certain Events.  Except as set forth on Schedule 3.7, since June 30, 2011, (i) the ITO Business has been conducted in the Ordinary Course of Business and (ii) there has not been:

(f)               any transfer or grant of any material rights or material licenses under, or entrance into any settlement regarding the breach or infringement of, any Purchased Business Intellectual Property, or any material modification of any existing rights with respect thereto;

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After considering Buyer’s claims and reading out any Material Adverse Effect or materiality qualifiers in each of Sections 3.3(b), 3.6 and 3.7(f), since Buyer’s claim, after taking into account the Claims-Specific Threshold, exceed the Basket, Buyer shall be entitled to seek to recover damages for all Losses irrespective of the Basket, but subject to the terms and conditions of the Agreement and applicable law.(3)

(3) For the avoidance of doubt, assuming in this example that Buyer is successful in its claims for Losses in excess of the Basket, Buyer’s right to seek indemnification for future Actions against Seller after giving effect to the example above shall (i) not be subject to the Basket and (ii) remain subject to the Claims-Specific Threshold.

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ANNEX V

SAMPLE MONTHLY RECURRING REVENUE CALCULATION

Total revenue from                     attributable to the ITO Business for June 2012 was $                . In order to determine Monthly Recurring Revenue, the following revenue elements (included in the $               ) are deducted as they do not meet the definition:

(1)                                 Product sales of $             , captured by unique project codes within PeopleSoft and booked to the product revenue account within the income statement; and

(2)                                 Non recurring revenue of $           , captured by unique project codes within PeopleSoft that have been manually identified to be short term or project oriented in nature (i.e. revenue that is not charged for each month of the remainder of the term of the relevant purchase order, change order, statement of work or similar contract).

Finally, a manual review of the remaining client project codes within PeopleSoft is undertaken for other adjustments required by the definition of Monthly Recurring Revenue, which in the case of June 2012 totaled $             . This adjustment amount could be positive or negative. For example, a service credit reducing revenue in the month would need to be added back to revenue in order to determine Monthly Recurring Revenue.

Therefore, Monthly Recurring Revenue for                            in June 2012 is $              ($              -$              - $              +/- $             ).

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