Common use of Agreements of the Stockholders Clause in Contracts

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Common Stock called for such purpose, vote or cause to be voted all shares of i3 Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Each Stockholder shallhereby agrees that, from and after the date hereof, at any meeting of the holders stockholders of i3 Common Stock called the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause such Stockholder's Subject Shares issued and outstanding to be counted as present thereat for purposes of establishing a quorum, and subject to Section 3, such purpose, Stockholder shall vote (or cause to be voted all shares of i3 Common Stock voted) or act (or cause to be acted) by written consent with respect to which all of such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) Stockholder's Subject Shares issued and outstanding, (i) in favor of the Agreement, the Merger and the approval of the terms thereof and each of the other transactions actions contemplated by this Agreement, and any other action reasonably requested by the Agreement and Company in furtherance thereof; (ii) against any Acquisition Proposal with action or agreement that would result in a breach of any party other than ACE*COMM covenant, representation or one of its Subsidiaries or affiliates, warranty or any other transaction inconsistent with obligation or agreement of such Stockholder or Company contained in this Agreement; (iii) against any Acquisition Proposal (other than the Agreement Merger) or any proposal made by any person other than the transactions contemplated therebyCompany or any of its affiliates (other than any Stockholder) and (iv) against any proposal to amend Company's Certificate of Incorporation or By-Laws in a manner that is materially adverse to the Stockholders. Each Stockholder also agrees to vote as provided in Section 4(b) on all matters submitted to stockholders. (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActPROXY. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwiseIN ORDER TO SECURE THE OBLIGATIONS OF THE STOCKHOLDERS PROVIDED FOR IN SECTION 4(a), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED STOCKHOLDERS HEREBY GRANT THE FOLLOWING PROXY. FOR SO LONG AS THIS AGREEMENT IS IN EFFECT, EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, XXXXX XXXXXX, XXXXXX XXXX AND XXXX XXXXX, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT, TO THE FULLEST EXTENT PERMITTED BY AND SUBJECT TO APPLICABLE LAW, WITH RESPECT TO THE SUBJECT SHARES ISSUED AND OUTSTANDING. THIS CERTIFICATE WERE ISSUED PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO THE SUBJECT SHARES. NOTWITHSTANDING THE FOREGOING, THE PROXY HEREIN PROVIDED SHALL NOT BE USED TO REMOVE A DIRECTOR AND SHALL BE USED TO INSURE THAT XXXXX XXXXXXXX, XXXXXX XXXXXXXX AND XXX XXX XXXXXX SHALL REMAIN DIRECTORS UNTIL THE EFFECTIVE TIME. EXCEPT AS DESCRIBED IN A TRANSACTION SECTIONS 3 AND 4(A), OR ANY SUCH SIMILAR MEETING OR ACTION BY WRITTEN CONSENT AS TO WHICH RULE 145 PROMULGATED UNDER MATTERS SUCH PROXY HOLDER SHALL VOTE THE SECURITIES ACT SUBJECT SHARES SO AS TO COMPLY WITH SUCH SECTIONS, SUCH PROXY SHALL BE EXERCISED WITH RESPECT TO ALL MATTERS SUBMITTED TO THE SHAREHOLDERS OF 1933THE COMPANY IN PROPORTION TO THE VOTE OR CONSENT OF THE HOLDERS OF THE SHARES OF CLASS A STOCK ACTUALLY VOTING WITH RESPECT TO SUCH MATTER (AND WITH RESPECT TO ANY MATTERS SUBMITTED ONLY TO THE HOLDERS OF CLASS B STOCK, SUCH PROXY WILL BE VOTED AS AMENDED, APPLIES. DIRECTED BY THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT HOLDERS OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWSCLASS A STOCK).” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Edify Common Stock called for such the purpose, vote or cause to be voted all shares of i3 Edify Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal Transaction (as defined in the Agreement) with any party other than ACE*COMM S1 or one of its Subsidiaries (as defined in the Agreement) or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior to the Effective TimeTime (as defined in the Agreement), except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Edify Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof; and provided further that each Stockholder shall be permitted to sell prior to the Effective Time up to 25% of the aggregate amount of (i) all shares of Edify Common Stock owned by such Stockholder on the date hereof, plus (ii) all shares which may be purchased by such Stockholder pursuant to such Stockholder's then vested and exercisable options to purchase shares of Edify Common Stock. For each Stockholder who is an officer of Edify, during the period beginning on the Effective Time and ending on the earlier of (x) the date which is 180 days after the Effective Time and (y) the date such Stockholder is no longer employed by any of Edify, S1 or any of their respective subsidiaries (the "Restricted Period"), no such Stockholder shall sell, pledge (other than as required by a pledge of Edify Common Stock existing as of the date hereof), transfer or otherwise dispose of the shares of S1 common stock, par value $.01 per share (the "S1 Common Stock"), to be received by such Stockholder for such Stockholder's shares of Edify Common Stock upon consummation of the Merger. Notwithstanding the foregoing, if during the Restricted Period a registration statement of S1 shall be declared effective by the U.S. Securities and Exchange Commission for the registration of S1 Common Stock, each Stockholder shall be permitted to sell under such registration statement a percentage of such Stockholder's S1 Common Stock equal to the maximum percentage of S1 Common Stock beneficially owned and being sold by any executive officer of S1 in such registration (including all shares subject to options without regard to whether such options are vested) on the same terms and conditions permitted to the executive officers of S1. (c) Such Stockholder shall comply with Except to the provisions of same extent Edify is permitted to do so pursuant to Section 6.5 5.1(e) of the Agreement, such Stockholder shall not in his/her capacity as a stockholder of Edify directly or indirectly knowingly encourage or solicit or hold discussions or negotiations with, or knowingly provide any information to, any person, entity or group (other than S1 or an affiliate thereof) concerning any merger, sale of all or substantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or similar transaction involving Edify or any other transaction inconsistent with the Agreement or the transactions contemplated thereby. Nothing herein shall impair (i) such Stockholder's fiduciary obligations as a director of Edify, or (ii) the ability of such Stockholder to perform his/her obligations as an officer of Edify. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM S1 Common Stock received in exchange for i3 Edify Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands thatAct of 1933, unless and until as amended. (e) If, in the salereasonable opinion of Fenwick & West LLP, transfercounsel to Edify, the Stockholders are not, due to the public unavailability of material information regarding Edify or S1 (including, without limitation, information regarding the Merger, any other transaction or event, or other disposition financial information regarding any of ACE*COMM them), able to sell shares of Edify Common Stock, as would otherwise be permitted by Section 2(b) above, for at least 15 trading days between the third day following Edify's public release of its financial results for the second fiscal quarter of 1999 and August 31, 1999 (or such fewer days as there may actually be between the release of such earnings and August 31, 1999) (the "Trading Period"), then, at each Stockholder's irrevocable election by written notice given to S1 no later than the last business day of the Trading Period, S1, within 5 business days following the Effective Time, shall purchase for cash the S1 Common Stock issued into which such number of shares of Edify Common Stock, as is specified in such notice, were converted, at a per share price equal to such Stockholder has been registered under (x) the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff average of the Securities and closing prices of Edify Common Stock for each trading day during the Trading Period multiplied by (y) the Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145Ratio.

Agreements of the Stockholders. Each Stockholder covenants Subject to the terms and agrees thatconditions of this Agreement: (a) Such Each Stockholder shall, at any meeting agrees with each of the holders other parties to this Agreement, in connection with and conditioned upon the consummation of i3 Common Stock called for such purposethe Exchange Offer and Consent Solicitation and when solicited in accordance with applicable securities law, vote to: (i) tender (or cause to be voted tendered) all of the Preferred Stock held by such Stockholder in exchange for shares of i3 Common Broadwing Stock pursuant to and in accordance with respect to which such Stockholder has the right to vote (whether owned as Exchange Offer and Consent Solicitation within 10 business days following the commencement of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and Exchange Offer; (ii) against vote (or cause to be voted) its shares of Preferred Stock to grant its consent pursuant to the Consent Solicitation and agree to the amendments to the Certificate of Designation; and (iii) not withdraw or revoke any Acquisition Proposal (or cause not to be withdrawn or revoked) of the foregoing unless and until this Agreement is terminated in accordance with any party other than ACE*COMM or one its terms. Each Stockholder acknowledges that by tendering its Preferred Stock in the Exchange Offer, it will be deemed to have delivered the consents required in the Consent Solicitation for the amendments to the Certificate of its Subsidiaries or affiliatesDesignation. In furtherance of the foregoing, or each Stockholder hereby grants, so long as this Agreement remains in effect, an irrevocable proxy, coupled with an interest, to each of the President and the Secretary of the Company and any other transaction inconsistent with Company-authorized representative or agent to vote all of the shares of the Preferred Stock beneficially owned by such Stockholder to grant its consent pursuant to the Consent Solicitation and agree to the amendments to the Certificate of Designation. So long as this Agreement remains in effect, such Stockholder hereby ratifies and approves of each and every action taken by the President and the Secretary of the Company and any other Company-authorized representative or agent pursuant to the transactions contemplated therebyforegoing proxy. So long as this Agreement remains in effect, if requested by the Company, such Stockholder will execute and deliver applicable proxy materials in furtherance of the provisions of this Section 4(a). (b) Prior Each Stockholder agrees, so long as this Agreement remains in effect, not to Transfer any of the Effective Timeshares of Preferred Stock held by it, except in whole or in part, unless the transferee agrees in writing to be bound by the terms of this Agreement. In the event that any Stockholder Transfers any of the Preferred Stock, as otherwise expressly permitted herebya condition precedent to such Transfer, such Stockholder shall notnotify the Company prior to such transfer and agrees to cause the transferee to execute and deliver an acknowledgement, sellin the form attached hereto as Annex B, pledgewhereby such transferee agrees to be bound by the terms of this Agreement for so long as this Agreement shall remain in effect. Such acknowledgement shall be delivered to the Company prior to the consummation of such Transfer. Any Transfer of the Preferred Stock in violation of the foregoing shall be deemed void. (c) Each Stockholder agrees, transfer so long as this Agreement remains in effect, not to commit any act that could restrict or otherwise dispose affect its legal power, authority or right to tender or vote all of his/her the shares of i3 Common StockPreferred Stock then owned of record or beneficially by it. So long as this Agreement remains in effect, no Stockholder will enter into any voting agreement with any person or entity with respect to any of such shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of such shares, deposit any of such shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Stockholder’s legal power, authority or right to vote such shares to grant its consent pursuant to the Consent Solicitation and agree to the amendments to the Certificate of Designation. (d) Subject to the provisions of Section 29, each Stockholder agrees that it will permit public disclosure, including in a press release and in the registration statement for the Exchange Offer and Consent Solicitation, of the contents of this Agreement, including, but not limited to, the commitments contained in this Section 4 and the Term Sheet; provided, however, that this Section 2(b) shall unless required by applicable law, such press release will not apply to a pledge existing as include the name of any of the date hereofStockholders. (ce) Such Each Stockholder further agrees, so long as this Agreement remains in effect, that it will not object to, or otherwise commence or support any proceeding or material action to oppose, the Exchange Offer and Consent Solicitation and shall comply not take any action that (x) is materially inconsistent with its representations, warranties and agreements set forth herein or (y) would unreasonably delay the provisions of Section 6.5 consummation of the AgreementExchange Offer and Consent Solicitation. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Xxxxxxx Corp. Common Stock called for such the purpose, vote or cause to be voted all shares of i3 Xxxxxxx Corp. Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal Transaction (as defined in the Agreement) with any party other than ACE*COMM St. Xxxx or one of its Subsidiaries (as defined in the Agreement) or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, during the risk sharing period as interpreted by the Securities and Exchange Commission ("SEC"), sell, pledge, transfer or otherwise dispose of his/her shares of i3 Xxxxxxx Corp. Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofMarch 12, 1998. (c) Such Stockholder shall comply not in his/her capacity as a stockholder of Xxxxxxx Corp. directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than St. Xxxx or an affiliate thereof) concerning any merger, sale of all or substantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or similar transaction involving Xxxxxxx Corp. or any other transaction inconsistent with the provisions Agreement or the transactions contemplated thereby. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of Section 6.5 of Xxxxxxx Corp. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by St. Xxxx of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of a pledge existing on March 12, 1998 of Xxxxxxx Corp. Common Stock), transfer or otherwise dispose of the shares of St. Xxxx common stock, par value $.01 per share (the "St. Xxxx Common Stock"), to be received by him/her for his/her shares of Xxxxxxx Corp. Common Stock upon consummation of the Merger. (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM St. Xxxx Common Stock received in exchange for i3 Xxxxxxx Corp. Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. (g) During the Restricted Period, such Stockholder shall not sell or otherwise dispose of a number of shares of his/her Xxxxxxx Corp. Common Stock, or shares of St. Xxxx Common Stock which are exchanged for said shares, (i) which is greater than 10% of his/her total beneficial ownership of said shares as of the date of the first such sale and (ii) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of Xxxxxxx Corp. as of the date of the first such sale. For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles. (h) Such Stockholder has no present plan or intent and, as of the effective time of the Merger, shall have no present plan or intent, to engage in any sale, exchange, transfer, distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder`s risk of ownership by short sale or otherwise, or other disposition, directly or indirectly (collectively a "Sale"), with respect to any of the shares of St. Xxxx Common Stock to be received by such Stockholder upon the Merger (except for cash received for fractional shares) that would constitute a "related person acquisition" described in (S) 1.368-1(e)(2) of the Regulations issued pursuant to the Internal Revenue Code of 1986, as amended (the "Regulations") or that would otherwise cause the Merger to fail to satisfy the continuity of interest requirement set out in (S) 1.368-1(e) of the Regulations (a "Disqualifying Transfer"). Such Stockholder also understands that, unless and until the sale, transferis not aware of, or other disposition participating in, any plan or intent on the part of ACE*COMM Xxxxxxx Corp. stockholders to engage in one or more Disqualifying Transfers of the St. Xxxx Common Stock to be issued to such Stockholder has been registered under in the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWSMerger.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such such Stockholder shall, at any meeting of the holders of i3 Common Stock SHS's stockholders called for such purposethe purpose ("SHS Stockholder Meeting"), vote vote, or cause to be voted voted, all shares of i3 SHS Common Stock with respect to in which such Stockholder stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the Agreement and the related Agreement of Merger and against any plan or proposal pursuant to which SHS or any subsidiary thereof is to be acquired by or merged with, or pursuant to which SHS or any subsidiary thereof proposes to sell all or substantially all of its assets and liabilities to, any person, entity or group (iother than ESB or any affiliate thereof); (b) such Stockholder shall, at a SHS Stockholder Meeting, use his or her best efforts to have each member of his or her immediate family who owns SHS Common Stock vote, or cause to be voted, all shares of SHS Common Stock in which such immediate family member has the right to vote (whether owned as of the date hereof or hereinafter acquired) in favor of the Agreement and related Agreement of Merger and against any plan or proposal pursuant to which SHS or any subsidiary thereof is to be acquired or merged with, or pursuant to which SHS or any subsidiary thereof proposes to sell all or substantially all of its assets and liabilities to any person, entity or group (other than ESB or any affiliate thereof); (c) such Stockholder shall not, prior to the final voting record date established in connection with the SHS Stockholder Meeting, sell, pledge, transfer or otherwise dispose of his shares of SHS Common Stock; (d) such Stockholder shall use his best efforts to cause SHS to comply with the covenants made by SHS in the Agreement, to consummate the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one the related Agreement of its Subsidiaries or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby.Merger; (be) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall notnot in his capacity as a stockholder of SHS directly or indirectly encourage or solicit or hold discussions or negotiations with, sellor provide any information to, pledgeany person, transfer entity or otherwise dispose group (other than ESB or an affiliate thereof) concerning any merger, sale of his/her substantial assets or liabilities not in the ordinary course of business, sale of shares of i3 Common Stockcapital stock or similar transactions involving SHS or any subsidiary thereof (provided that nothing herein shall be deemed to affect the ability of any Stockholder to fulfill his duties as a director or officer of SHS); provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof.and (cf) Such such Stockholder shall comply with use his best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the provisions of Section 6.5 of the agreements contemplated by this Stockholders Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Village Common Stock called for such the purpose, vote or cause to be voted all shares of i3 Village Common Stock with respect to in which such Stockholder has the sole or shared right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Village is to be acquired by or merged with, or pursuant to which Village proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM or one of its Subsidiaries or affiliates, Webster or any other transaction inconsistent with the Agreement or the transactions contemplated therebyaffiliate thereof). (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her the shares of i3 Village Common StockStock over which such Stockholder has sole or shared dispositive power; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofOctober 27, 1998. (c) Such Stockholder shall comply with not in his/her capacity as a stockholder of Village directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Webster or an affiliate thereof) concerning any merger, sale of all or substantially all of the provisions assets or liabilities not in the ordinary course of Section 6.5 business, sale of shares of capital stock or similar transaction involving Village. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of Village. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by the Agreement. (de) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Webster common stock, par value $.01 per share ("Webster Common Stock Stock") received in exchange for i3 Village Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Act of 1933, as amended. (f) Except as set forth in the attached Schedule II, such Stockholder also understands thathas no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder's risk of ownership by short sale or otherwise, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwisenot including a bona fide pledge), ACE*COMM reserves the right directly or indirectly, with respect to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale any of the shares of Webster Common Stock to be received by such Stockholder upon the holder thereof is no longer subject to Rule 145Merger (except for cash received for fractional shares).

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Herkimer Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Herkimer Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the "Shares") (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Herkimer is to be acquired by or merged with, or pursuant to which Herkimer proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Partners Trust or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior Stockholder hereby agrees to timely deliver to Partners Trust a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy to cover all of the Shares. Upon execution of this Stockholder Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to the Effective Time, except Shares and agrees not grant any subsequent proxies or powers of attorney with respect to the Shares until the earlier of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Agreement or (ii) the date of termination of this Stockholder Agreement pursuant to Section 4 hereto. (c) Except as otherwise expressly permitted hereby, such Stockholder shall not, not sell, pledge, transfer or otherwise dispose of his/his or her shares of i3 Herkimer Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws not in connection with his or her capacity as a stockholder of Herkimer directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Partners Trust or an affiliate thereof) concerning any merger, sale of ACE*COMM Common Stock received in exchange for i3 Common Stock all or substantially all of the assets or liabilities not in the Mergerordinary course of business, including sale of shares of capital stock or similar transaction involving Herkimer or otherwise inconsistent with the trading and volume limitations as to sales by affiliates contained in Rule 145 under Agreement or the Securities Acttransactions contemplated thereby. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided Nothing herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to shall impair such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933's fiduciary obligations as a director or officer of Herkimer. (e) Stockholder shall use his or her best efforts to take or cause to be taken all action, AS AMENDEDand to do or cause to be done all things necessary, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers proper or advisable under applicable laws and regulations to ACE*COMM (i) satisfactory written evidence that consummate and make effective the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares Merger contemplated by the holder thereof is no longer subject to Rule 145Agreement.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 North American Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 North American Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the "Shares") (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which North American is to be acquired by or merged with, or pursuant to which North American proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Webster or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Stockholder hereby agrees to timely deliver to Webster a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy to cover all of the Shares. In the event that Stockholder is unable to provide any such Proxy in a timely manner, Stockholder hereby grants Webster a power of attorney to execute and deliver such Proxy for and on behalf of Stockholder, such power of attorney, which being coupled with an interest, shall survive any death, disability, bankruptcy, or any other such impediment of Stockholder. Upon execution of this Stockholder Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to the Shares and agrees not grant any subsequent proxies or powers of attorney with respect to the Shares until the earlier of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Agreement or (ii) the date of termination of this Stockholder Agreement pursuant to Section 3 hereto. (c) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, not sell, pledge, transfer or otherwise dispose of his/his or her shares of i3 North American Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws not in connection with his or her capacity as a stockholder of North American directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Webster or an affiliate thereof) concerning any merger, sale of ACE*COMM Common Stock received in exchange for i3 Common Stock all or substantially all of the assets or liabilities not in the Mergerordinary course of business, including sale of shares of capital stock or similar transaction involving North American or otherwise inconsistent with the trading and volume limitations as to sales by affiliates contained in Rule 145 under Agreement or the Securities Acttransactions contemplated thereby. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided Nothing herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to shall impair such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933's fiduciary obligations as a director of North American. (e) Stockholder shall use his or her best efforts to take or cause to be taken all action, AS AMENDEDand to do or cause to be done all things necessary, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers proper or advisable under applicable laws and regulations to ACE*COMM (i) satisfactory written evidence that consummate and make effective the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares Merger contemplated by the holder thereof is no longer subject to Rule 145Agreement.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of Skaneateles Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Skaneateles Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) acquired (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Skaneateles is to be acquired by or merged with, or pursuant to which Skaneateles proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM BSB Bancorp or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior . Notwithstanding the foregoing, or any other provision of this Stockholder Agreement, BSB Bancorp shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of Skaneateles Common Stock to the Effective Timeextent it would result in BSB Bancorp, except individually or with any of its Affiliates (as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer defined in the next sentence) or otherwise dispose Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as five percent or more of the date hereof. Voting Stock (cas defined in the next sentence) Such Stockholder shall comply with the provisions of Section 6.5 Skaneateles. The terms "Affiliates," "Associates," "Beneficial Owner," and "Voting Stock" are as defined or referenced in Article 12 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.Skaneateles

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 MidConn Bank Common Stock called for such the purpose, vote or cause to be voted all shares of i3 MidConn Bank Common Stock with respect to in which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which MidConn Bank is to be acquired by or merged with, or pursuant to which MidConn Bank proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM or one of its Subsidiaries or affiliates, EFC or any other transaction inconsistent with affiliate thereof), provided, however, that the Agreement or the transactions contemplated therebyforegoing shall not apply to any Stockholder who is a principal officer of, but not a director of MidConn Bank. (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 MidConn Bank Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofof this Agreement. (c) Such Stockholder shall comply with the provisions not in his/her capacity as a stockholder of Section 6.5 MidConn Bank directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than EFC or an affiliate thereof) concerning any merger, sale of all or substantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or similar transaction involving MidConn Bank. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of MidConn Bank. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by EFC of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of an existing pledge of MidConn Bank Common Stock), transfer or otherwise dispose of the shares of EFC common stock, par value $.01 per share (the "EFC Common Stock"), to be received by him/her for his/her shares of MidConn Bank Common Stock upon consummation of the Merger, it being agreed that EFC shall use commercially reasonable efforts to publish such earnings report within 45 days after the end of the first month after the Merger becomes effective in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Merger becomes effective). (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM EFC Common Stock received in exchange for i3 MidConn Bank Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. (g) During the Restricted Period, such Stockholder shall not sell or otherwise dispose of a number of shares of his/her MidConn Bank Common Stock, or shares of EFC Common Stock which are exchanged for said shares, (i) which is greater than 10% of his/her total beneficial ownership of said shares as of the date of the first such sale and (ii) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of MidConn Bank as of the date of the first such sale. Such For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles. (h) Except as set forth in the attached Schedule II, such Stockholder also understands thathas no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder`s risk of ownership by short sale or otherwise, or other disposition (not including a bona fide pledge), directly or indirectly (collectively a "Sale"), with respect to any of ACE*COMM the shares of EFC Common Stock to be received by such Stockholder upon the Merger (except for cash received for fractional shares). Such Stockholder is not aware of, or participating in, any plan or intent on the part of MidConn Bank's stockholders (a "Plan") to engage in sales of the EFC Common Stock to be issued in the Merger such that the aggregate fair market value, as of the effective time of the Merger, of the shares subject to such Stockholder has been registered under Sales would exceed 50% of the Securities Act aggregate fair market value of all outstanding MidConn Bank Common Stock immediately before the Merger (as provided herein the "Outstanding MidConn Bank Common Stock"). A sale of EFC Common Stock shall be considered to have occurred pursuant to a Plan if, for example, such Sale occurs in a transaction that is in contemplation of, or otherwiserelated or pursuant to, the Merger (a "Related Transaction"). In addition, ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM shares of MidConn Bank Common Stock (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145respect to which dissenters' rights are exercised, or (ii) exchanged for cash in lieu of fractional shares of EFC Common Stock, and (iii) with respect to which a letter from Related Transaction occurs before the staff Merger shall be considered to be shares of the Securities and Exchange Commission (the “SEC”) or an opinion Outstanding MidConn Bank Common Stock that are exchanged for shares of counsel, in form and substance reasonably satisfactory EFC Common Stock that are disposed of pursuant to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145a Plan.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of MECH Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 MECH Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) (i) acquired in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and Agreement. (iib) against Such Stockholder shall not sell, pledge, transfer or otherwise dispose of his or her shares of MECH Common Stock unless advised by KPMG that such sale, pledge, transfer or other disposition will not jeopardize the pooling-of-interest accounting treatment in the Merger. (c) Such Stockholder shall not in his or her capacity as a stockholder of MECH directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any Acquisition Proposal with information to, any party person, entity or group (other than ACE*COMM Webster or one an affiliate thereof) concerning any merger, sale of its Subsidiaries all or affiliatessubstantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or any other similar transaction involving MECH or otherwise inconsistent with the Agreement or the transactions contemplated thereby. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of MECH. (bd) Prior Such Stockholder acting as a Stockholder and not as a director shall use his or her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Effective Time, except as otherwise expressly permitted hereby, such Merger contemplated by the Agreement. (e) Such Stockholder shall not, prior to the public release by Webster of an earnings report to its stockholders covering at least 30 days of operations after consummation of the Merger (the "Restricted Period"), sell, pledgepledge (other than the replacement of a pledge existing on the date hereof of MECH Common Stock), transfer or otherwise dispose of his/the shares of Webster common stock, par value $.01 per share (the "Webster Common Stock"), to be received by him or her for his or her shares of i3 MECH Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as Stock upon consummation of the date hereofMerger. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (df) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Webster Common Stock received in exchange for i3 MECH Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. Such Stockholder also understands that, unless acknowledges and until the sale, transfer, or other disposition agrees that any shares of ACE*COMM Webster Common Stock issued to such Stockholder has been registered under received in the Securities Act (Merger or otherwise will include appropriate legends as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145restrictions set forth in this Agreement and under applicable federal securities laws.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Catskill Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Catskill Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the "Shares") (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Catskill is to be acquired by or merged with, or pursuant to which Catskill proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Xxxx or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior Stockholder hereby agrees to timely deliver to Xxxx a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), such Proxy to cover all of the Shares. In the event that Stockholder is unable to provide any such Proxy in a timely manner, Stockholder hereby grants Xxxx a power of attorney to execute and deliver such Proxy for and on behalf of Stockholder, such power of attorney, which being coupled with an interest, shall survive any death, disability, bankruptcy, or any other such impediment of Stockholder. Upon execution of this Stockholder Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to the Effective Time, except Shares and agrees not grant any subsequent proxies or powers of attorney with respect to the Shares until the earlier of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Agreement or (ii) the date of termination of this Stockholder Agreement pursuant to Section 4 hereto. (c) Except as otherwise expressly permitted hereby, such Stockholder shall not, not sell, pledge, transfer or otherwise dispose of his/his or her shares of i3 Catskill Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws not in connection with his or her capacity as a stockholder of Catskill directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Xxxx or an affiliate thereof) concerning any merger, sale of ACE*COMM Common Stock received in exchange for i3 Common Stock all or substantially all of the assets or liabilities not in the Mergerordinary course of business, including sale of shares of capital stock or similar transaction involving Catskill or otherwise inconsistent with the trading and volume limitations as to sales by affiliates contained in Rule 145 under Agreement or the Securities Acttransactions contemplated thereby. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided Nothing herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to shall impair such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933's fiduciary obligations as a director of Catskill. (e) Stockholder shall use his or her best efforts to take or cause to be taken all action, AS AMENDEDand to do or cause to be done all things necessary, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers proper or advisable under applicable laws and regulations to ACE*COMM (i) satisfactory written evidence that consummate and make effective the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares Merger contemplated by the holder thereof is no longer subject to Rule 145Agreement.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of NBT Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 NBT Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) acquired (ithe "Shares") in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliatesAgreement. Notwithstanding the foregoing, or any other transaction inconsistent provision of this Stockholder Agreement, BSB shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of NBT Common Stock to the extent it would result in NBT, individually or with any of its Affiliates (as defined in the next sentence) or Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of five percent or more of the Voting Stock (as defined in the next sentence) of NBT. The terms "Affiliates," "Associates," "Beneficial Owner," and "Voting Stock" are as defined or referenced in Article 11 of the NBT Certificate of Incorporation. In determining which, if any, Stockholder that BSB shall have no agreement, arrangement or understanding with as to directing the voting of any shares of NBT Common Stock, reference shall be made to the Stockholders in order of the amount of NBT Common Stock set forth opposite such Stockholder's name on Schedule I hereto, beginning with the Agreement or Stockholder who reports the transactions contemplated therebyfewest number of shares, and continuing in ascending order therefrom. (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Common Nutmeg Capital Stock called for such the purpose, vote or cause to be voted all shares of i3 Common Nutmeg Capital Stock with respect to in which such Stockholder has the sole or shared right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Nutmeg is to be acquired by or merged with, or pursuant to which Nutmeg proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM or one of its Subsidiaries or affiliates, NMSB or any other transaction inconsistent with the Agreement or the transactions contemplated therebyaffiliate thereof). (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common StockNutmeg Capital Stock over which such stockholder has sole or shared dispositive power; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofMay 26, 2000. (c) Such Stockholder shall comply with not in his/her capacity as a stockholder of Nutmeg directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than NewMil or an affiliate thereof) concerning any merger, sale of all or substantially all of the provisions assets or liabilities not in the ordinary course of Section 6.5 business, sale of shares of capital stock or similar transaction involving Nutmeg. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of Nutmeg. (d) Such Stockholder shall use his/her reasonable best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by the Agreement. (de) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM NewMil common stock, par value $.50 per share ("NewMil Common Stock Stock") received in exchange for i3 Common Nutmeg Capital Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Act of 1933, as amended. (f) Except as set forth in the attached Schedule II, any such Stockholder also understands thatwho presently intends to elect to receive NewMil Common Stock in the Merger has no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder's risk of ownership by short sale or otherwise, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwisenot including a bona fide pledge), ACE*COMM reserves the right directly or indirectly, with respect to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale any of the shares of NewMil Common Stock to be received by such Stockholder upon the holder thereof is no longer subject to Rule 145Merger (except for cash received for fractional shares).

Agreements of the Stockholders. Each Stockholder covenants and agrees thatas follows: (a) Such Stockholder shall, at any meeting of the holders of i3 First City Common Stock called for such purpose, vote or cause to be voted all shares of i3 First City Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the “Shares”) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Competing Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliates, or any other transaction action that is inconsistent with the Agreement Agreement, the Merger or the transactions contemplated thereby. (b) Stockholder shall timely deliver to Webster a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), with such Proxy covering all of the Shares. In the event that such Stockholder is unable to provide any such Proxy in a timely manner, such Stockholder hereby grants Webster a power of attorney to execute and deliver such Proxy for and on behalf of Stockholder, such power of attorney, which being coupled with an interest, shall survive any death, disability, bankruptcy, or any other such impediment of such Stockholder. Upon execution of this Affiliate Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to the Shares and agrees not to grant any subsequent proxies or powers of attorney with respect to the Shares until the earlier of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Agreement or (ii) the date of termination of this Affiliate Agreement pursuant to Section 3 hereof. (c) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, not sell, pledge, transfer or otherwise dispose of his/his or her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the AgreementShares. (d) Such Stockholder shall comply with all applicable federal and state securities laws not in connection with his or her capacity as a stockholder of First City directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Webster or an affiliate thereof) concerning any merger, sale of ACE*COMM Common Stock received in exchange for i3 Common Stock all or substantially all of the assets or liabilities not in the Mergerordinary course of business, including sale of shares of capital stock or similar transaction involving First City or otherwise inconsistent with the trading and volume limitations as to sales by affiliates contained in Rule 145 under Agreement, the Securities ActMerger or the transactions contemplated thereby. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided Nothing herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to shall impair such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933’s fiduciary obligations as a director of First City. (e) Stockholder shall use his or her best efforts to take or cause to be taken all action, AS AMENDEDand to do or cause to be done all things necessary, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers proper or advisable under applicable laws and regulations to ACE*COMM (i) satisfactory written evidence that consummate and make effective the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares Merger contemplated by the holder thereof is no longer subject to Rule 145Agreement.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such such Stockholder shall, at any meeting of the holders of i3 Common Stock THB's stockholders called for such purposethe purpose ("THB Stockholder Meeting"), vote vote, or cause to be voted voted, all shares of i3 THB Common Stock with respect to in which such Stockholder stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the Agreement and the related Agreement of Merger and against any plan or proposal pursuant to which THB or any subsidiary thereof is to be acquired by or merged with, or pursuant to which THB or any subsidiary thereof proposes to sell all or substantially all of its assets and liabilities to, any person, entity or group (iother than PennFirst or any affiliate thereof); (b) such Stockholder shall, at a THB Stockholder Meeting, use his or her best efforts to have each member of his or her immediate family who owns THB Common Stock vote, or cause to be voted, all shares of THB Common Stock in which such immediate family member has the right to vote (whether owned as of the date hereof or hereinafter acquired) in favor of the Agreement and related Agreement of Merger and against any plan or proposal pursuant to which THB or any subsidiary thereof is to be acquired or merged with, or pursuant to which THB or any subsidiary thereof proposes to sell all or substantially all of its assets and liabilities to any person, entity or group (other than PennFirst or any affiliate thereof); (c) such Stockholder shall not, prior to the final voting record date established in connection with the THB Stockholder Meeting, sell, pledge, transfer or otherwise dispose of his shares of THB Common Stock; (d) such Stockholder shall use his best efforts to cause THB to comply with the covenants made by THB in the Agreement, to consummate the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one the related Agreement of its Subsidiaries or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby.Merger; (be) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall notnot in his capacity as a stockholder of THB directly or indirectly encourage or solicit or hold discussions or negotiations with, sellor provide any information to, pledgeany person, transfer entity or otherwise dispose group (other than PennFirst or an affiliate thereof) concerning any merger, sale of his/her substantial assets or liabilities not in the ordinary course of business, sale of shares of i3 Common Stockcapital stock or similar transactions involving THB or any subsidiary thereof (provided that nothing herein shall be deemed to affect the ability of any Stockholder to fulfill his duties as a director or officer of THB); provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof.and (cf) Such such Stockholder shall comply with use his best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the provisions of Section 6.5 of the agreements contemplated by this Stockholders Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 People's Common Stock called for such the purpose, vote or cause to be voted all shares of i3 People's Common Stock with respect to in which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which People's is to be acquired by or merged with, or pursuant to which People's proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM or one of its Subsidiaries or affiliates, Xxxxxxx or any other transaction inconsistent with the Agreement or the transactions contemplated therebyaffiliate thereof). (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 People's Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofMarch 28, 1997. (c) Such Stockholder shall comply with the provisions not in his/her capacity as a stockholder of Section 6.5 People's directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Xxxxxxx or an affiliate thereof) concerning any merger, sale of all or substantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or similar transaction involving People's. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of People's. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by Xxxxxxx of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of a pledge existing on March 28, 1997 of People's Common Stock), transfer or otherwise dispose of the shares of Xxxxxxx common stock, par value $.01 per share (the "Xxxxxxx Common Stock"), to be received by him/her for his/her shares of People's Common Stock upon consummation of the Merger, it being agreed that Xxxxxxx shall use commercially reasonable efforts to publish such earnings report within 45 days after the end of the first month after the Merger becomes effective in which there are at least 30 days of post-Merger combined operations. (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Xxxxxxx Common Stock received in exchange for i3 People's Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. (g) During the Restricted Period, such Stockholder shall not sell or otherwise dispose of a number of shares of his/her People's Common Stock, or shares of Xxxxxxx Common Stock which are exchanged for said shares, (i) which is greater than 10% of his/her total beneficial ownership of said shares as of the date of the first such sale and (ii) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of People's as of the date of the first such sale. Such For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles. (h) Except as set forth in the attached Schedule II, such Stockholder also understands thathas no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder`s risk of ownership by short sale or otherwise, or other disposition (not including a bona fide pledge), directly or indirectly (collectively a "Sale"), with respect to any of ACE*COMM the shares of Xxxxxxx Common Stock to be received by such Stockholder upon the Merger (except for cash received for fractional shares). Such Stockholder is not aware of, or participating in, any plan or intent on the part of People's stockholders (a "Plan") to engage in sales of the Xxxxxxx Common Stock to be issued in the Merger such that the aggregate fair market value, as of the effective time of the Merger, of the shares subject to such Stockholder has been registered under Sales would exceed 50% of the Securities Act aggregate fair market value of all outstanding People's Common Stock immediately before the Merger (as provided herein the "Outstanding People's Common Stock"). A sale of Xxxxxxx Common Stock shall be considered to have occurred pursuant to a Plan if, for example, such Sale occurs in a transaction that is in contemplation of, or otherwiserelated or pursuant to, the Merger (a "Related Transaction"). In addition, ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM shares of People's (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145respect to which dissenters' rights are exercised, or (ii) exchanged for cash in lieu of fractional shares of Xxxxxxx Common Stock, and (iii) with respect to which a letter from Related Transaction occurs before the staff Merger shall be considered to be shares of the Securities and Exchange Commission (the “SEC”) or an opinion Outstanding People's Common Stock that are exchanged for shares of counsel, in form and substance reasonably satisfactory Xxxxxxx Common Stock that are disposed of pursuant to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145a Plan.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of MECH Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 MECH Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) (i) acquired in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and Agreement. (iib) against Such Stockholder shall not sell, pledge, transfer or otherwise dispose of his or her shares of MECH Common Stock unless advised by KPMG that such sale, pledge, transfer or other disposition will not jeopardize the pooling-of-interest accounting treatment in the Merger. (c) Such Stockholder shall not in his or her capacity as a stockholder of MECH directly or indirectly encourage or solicit, initiate or hold discussions or negotiations with, or provide any Acquisition Proposal with information to, any party person, entity or group (other than ACE*COMM Xxxxxxx or one an affiliate thereof) concerning any merger, sale of its Subsidiaries all or affiliatessubstantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or any other similar transaction involving MECH or otherwise inconsistent with the Agreement or the transactions contemplated thereby. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of MECH. (bd) Prior Such Stockholder acting as a Stockholder and not as a director shall use his or her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Effective Time, except as otherwise expressly permitted hereby, such Merger contemplated by the Agreement. (e) Such Stockholder shall not, prior to the public release by Xxxxxxx of an earnings report to its stockholders covering at least 30 days of operations after consummation of the Merger (the "Restricted Period"), sell, pledgepledge (other than the replacement of a pledge existing on the date hereof of MECH Common Stock), transfer or otherwise dispose of his/the shares of Xxxxxxx common stock, par value $.01 per share (the "Xxxxxxx Common Stock"), to be received by him or her for his or her shares of i3 MECH Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as Stock upon consummation of the date hereofMerger. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (df) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Xxxxxxx Common Stock received in exchange for i3 MECH Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. Such Stockholder also understands that, unless acknowledges and until the sale, transfer, or other disposition agrees that any shares of ACE*COMM Xxxxxxx Common Stock issued to such Stockholder has been registered under received in the Securities Act (Merger or otherwise will include appropriate legends as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145restrictions set forth in this Agreement and under applicable federal securities laws.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of Company Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Company Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the "SHARES") (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Company is to be acquired by or merged with, or pursuant to which Company proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Newco or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior . Notwithstanding the foregoing, or any other provision of this Affiliates Agreement, Newco shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of Company Common Stock to the Effective Timeextent it would result in Newco, except individually or with any of their Affiliates (as otherwise expressly permitted herebydefined in the next sentence) or Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of five percent or more of the Voting Stock (as defined in the next sentence) of Company. The terms "AFFILIATES", such "ASSOCIATES", "BENEFICIAL OWNER", and "VOTING STOCK" are as defined or referenced in Article 14 of the Certificate of Incorporation of the Company. In determining which, if any, Stockholder with whom Newco shall nothave no agreement, sell, pledge, transfer arrangement or otherwise dispose understanding as to directing the voting of his/her any shares of i3 Company Common Stock; provided, however, that this Section 2(b) reference shall not apply be made to a pledge existing as the Stockholders in order of the date hereof. (c) Such Stockholder shall comply amount of Company Common Stock set forth opposite such Stockholder's name on Schedule I hereto, beginning with the provisions Stockholder who reports the fewest number of Section 6.5 of the Agreementshares, and continuing in ascending order therefrom. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Common Stock DS Bancor stockholders called for such the purpose, vote or cause to be voted all shares of i3 Common DS Bancor Stock with respect to in which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which DS Bancor is to be acquired by or merged with, or pursuant to which DS Bancor proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Webster or one any affiliate thereof) unless the Board of Directors, following receipt of written advice of DS Bancor's legal counsel, reasonably determines, that voting against said plan or proposal would constitute a breach of the exercise of its Subsidiaries fiduciary duty because such plan or affiliates, or any other transaction inconsistent with proposal would be in the Agreement or the transactions contemplated therebybest interest of DS Bancor stockholders. (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common DS Bancor Stock; provided, however, that that, this Section 2(b) shall not apply (i) to a pledge existing as of the date hereofof this Agreement, (ii) to a sale, pledge, transfer or other disposition of shares of DS Bancor Stock acquired subsequent to the date hereof upon the exercise of options under the DS Bancor Stock Option Plan by a Stockholder who is an executive officer of DS Bancor, if, in the case of (i), or (ii) such sale, pledge, transfer or other disposition occurs no later than the 31st day preceding the consummation of the Merger. To enable Stockholders to comply with the foregoing provision, Xxxxxxx will notify the Stockholders at least 45 days in advance of the date that Xxxxxxx anticipates that the Merger will be consummated. (c) Such Stockholder shall comply with not in his/her capacity as a stockholder of DS Bancor directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Xxxxxxx or an affiliate thereof) concerning any merger, sale of substantial assets or liabilities not in the provisions ordinary course of Section 6.5 business, sale of shares of capital stock or similar transaction involving DS Bancor. Nothing herein shall impair such Stockholders' fiduciary obligations as a director of DS Bancor. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by Xxxxxxx of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of an existing pledge of DS Bancor Stock), transfer or otherwise dispose of the shares of Webster Stock to be received by him/her for his/her shares of DS Bancor Stock upon consummation of the Merger; it being agreed that Webster shall cause such earnings report to be publicly released within 30 days after the end of the first month of operations after consummation of the Merger. (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Webster Stock received in exchange for i3 Common DS Bancor Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Act of 1933, as amended. (g) Such Stockholder also understands that, unless and until the sale, transfer, shall not sell or other disposition otherwise dispose of ACE*COMM a number of shares of his DS Bancor Common Stock issued to such Stockholder has been registered under or, during the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM Restricted Period shares of Webster Common Stock which are exchanged for said shares (i) satisfactory written evidence that which is greater than 10% of his total beneficial ownership of said shares as of the shares have been sold in compliance with Rule 145, or date of the first such sale (ii) a letter from which in the staff aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the Securities issued and Exchange Commission (the “SEC”) or an opinion outstanding shares of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale DS Bancor as of the shares by date of the holder thereof is no longer subject first such sale. For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to Rule 145common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of Company Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Company Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquiredacquired (the “Shares”) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Company is to be acquired by or merged with, or pursuant to which Company proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Newco or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior . Notwithstanding the foregoing, or any other provision of this Affiliates Agreement, Newco shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of Company Common Stock to the Effective Timeextent it would result in Newco, except individually or with any of their Affiliates (as otherwise expressly permitted herebydefined in the next sentence) or Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of five percent or more of the Voting Stock (as defined in the next sentence) of Company. The terms “Affiliates”, such “Associates”, “Beneficial Owner”, and “Voting Stock” are as defined or referenced in Article 14 of the Certificate of Incorporation of the Company. In determining which, if any, Stockholder with whom Newco shall nothave no agreement, sell, pledge, transfer arrangement or otherwise dispose understanding as to directing the voting of his/her any shares of i3 Company Common Stock; provided, however, that this Section 2(b) reference shall not apply be made to a pledge existing as the Stockholders in order of the date hereof. (c) Such Stockholder shall comply amount of Company Common Stock set forth opposite such Stockholder’s name on Schedule I hereto, beginning with the provisions Stockholder who reports the fewest number of Section 6.5 of the Agreementshares, and continuing in ascending order therefrom. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of Skaneateles Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 Skaneateles Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) acquired (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Skaneateles is to be acquired by or merged with, or pursuant to which Skaneateles proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM BSB Bancorp or one of its Subsidiaries or affiliates, any affiliate thereof) or any other transaction action that is inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior . Notwithstanding the foregoing, or any other provision of this Stockholder Agreement, BSB Bancorp shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of Skaneateles Common Stock to the Effective Timeextent it would result in BSB Bancorp, except individually or with any of its Affiliates (as otherwise expressly permitted herebydefined in the next sentence) or Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of five percent or more of the Voting Stock (as defined in the next sentence) of Skaneateles. The terms "Affiliates," "Associates," "Beneficial Owner," and "Voting Stock" are as defined or referenced in Article 12 of the Skaneateles Certificate of Incorporation. In determining which, such if any, Stockholder that BSB Bancorp shall nothave no agreement, sell, pledge, transfer arrangement or otherwise dispose understanding with as to directing the voting of his/her any shares of i3 Skaneateles Common Stock; provided, however, that this Section 2(b) reference shall not apply be made to a pledge existing as the Stockholders in order of the date hereof. (c) Such Stockholder shall comply amount of Skaneateles Common Stock set forth opposite such Stockholder's name on Schedule I hereto, beginning with the provisions Stockholder who reports the fewest number of Section 6.5 of the Agreementshares, and continuing in ascending order therefrom. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Common Stock DS Bancor stockholders called for such the purpose, vote or cause to be voted all shares of i3 Common DS Bancor Stock with respect to in which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which DS Bancor is to be acquired by or merged with, or pursuant to which DS Bancor proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM Webster or one any affiliate thereof) unless the Board of Directors, following receipt of written advice of DS Bancor's legal counsel, reasonably determines, that voting against said plan or proposal would constitute a breach of the exercise of its Subsidiaries fiduciary duty because such plan or affiliates, or any other transaction inconsistent with proposal would be in the Agreement or the transactions contemplated therebybest interest of DS Bancor stockholders. (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common DS Bancor Stock; provided, however, that that, this Section 2(b) shall not apply (i) to a pledge existing as of the date hereofof this Agreement, (ii) to a sale, pledge, transfer or other disposition of shares of DS Bancor Stock acquired subsequent to the date hereof upon the exercise of options under the DS Bancor Stock Option Plan by a Stockholder who is an executive officer of DS Bancor, if, in the case of (i), or (ii) such sale, pledge, transfer or other disposition occurs no later than the 31st day preceding the consummation of the Merger. To enable Stockholders to comply with the foregoing provision, Webster will notify the Stockholderx xx xxast 45 days in advance of the date that Webster anticipates that the Merxxx xxll be consummated. (c) Such Stockholder shall comply with not in his/her capacity as a stockholder of DS Bancor directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Webster or an affiliate thereof) xxxxxxxing any merger, sale of substantial assets or liabilities not in the provisions ordinary course of Section 6.5 business, sale of shares of capital stock or similar transaction involving DS Bancor. Nothing herein shall impair such Stockholders' fiduciary obligations as a director of DS Bancor. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by Webster of an earnings report to xxx xtockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of an existing pledge of DS Bancor Stock), transfer or otherwise dispose of the shares of Webster Stock to be received by him/her for his/her shares of DS Bancor Stock upon consummation of the Merger; it being agreed that Webster shall cause such earnings report to be publicly released within 30 days after the end of the first month of operations after consummation of the Merger. (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Webster Stock received in exchange for i3 Common DS Bancor Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Act of 1933, as amended. (g) Such Stockholder also understands that, unless and until the sale, transfer, shall not sell or other disposition otherwise dispose of ACE*COMM a number of shares of his DS Bancor Common Stock issued to such Stockholder has been registered under or, during the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM Restricted Period shares of Webster Common Stock which are exchanged for said shares (i) satisfactory written evidence that which is greater than 10% of his total beneficial ownership of said shares as of the shares have been sold in compliance with Rule 145, or date of the first such sale (ii) a letter from which in the staff aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the Securities issued and Exchange Commission (the “SEC”) or an opinion outstanding shares of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale DS Bancor as of the shares by date of the holder thereof is no longer subject first such sale. For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to Rule 145common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 Maritime Bank Common Stock called for such the purpose, vote or cause to be voted all shares of i3 Maritime Bank Common Stock with respect to in which such Stockholder has the sole or shared right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with plan or proposal pursuant to which Maritime Bank is to be acquired by or merged with, or pursuant to which Maritime Bank proposes to sell all or substantially all of its assets and liabilities to, any party person, entity or group (other than ACE*COMM or one of its Subsidiaries or affiliates, Webster or any other transaction inconsistent with the Agreement or the transactions contemplated therebyaffiliate thereof). (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Such Stockholder shall not, prior to the consummation of the Merger or the earlier termination of this Stockholder Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Maritime Bank Common StockStock over which such stockholder has sole or shared dispositive power; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofOctober 20, 1998. (c) Such Stockholder shall comply with not in his/her capacity as a stockholder of Maritime Bank directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Webster or an affiliate thereof) concerning any merger, sale of all or substantially all of the provisions assets or liabilities not in the ordinary course of Section 6.5 business, sale of shares of capital stock or similar transaction involving Maritime Bank. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of Maritime Bank. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by the Agreement. (de) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Webster common stock, par value $.01 per share ("Webster Common Stock Stock") received in exchange for i3 Maritime Bank Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Act of 1933, as amended. (f) Except as set forth in the attached Schedule II, such Stockholder also understands thathas no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder's risk of ownership by short sale or otherwise, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwisenot including a bona fide pledge), ACE*COMM reserves the right directly or indirectly, with respect to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale any of the shares of Webster Common Stock to be received by such Stockholder upon the holder thereof is no longer subject to Rule 145Merger (except for cash received for fractional shares).

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 People's Common Stock called for such the purpose, vote or cause to be voted all shares of i3 People's Common Stock with respect to in which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated therebyAgreement. (b) Prior to the Effective Time, except Except as otherwise expressly permitted hereby, such Stockholder shall not, during the risk sharing period as interpreted by the Securities and Exchange Commission ("SEC"), sell, pledge, transfer or otherwise dispose of his/her shares of i3 People's Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereofMarch 28, 1997. (c) Such Stockholder shall comply with the provisions not in his/her capacity as a stockholder of Section 6.5 People's directly or indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Xxxxxxx or an affiliate thereof) concerning any merger, sale of all or substantially all of the assets or liabilities not in the ordinary course of business, sale of shares of capital stock or similar transaction involving People's. Nothing herein shall impair such Stockholder's fiduciary obligations as a director of People's. (d) Such Stockholder shall use his/her best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger contemplated by this Stockholder Agreement. (de) Such Stockholder shall not, prior to the public release by Xxxxxxx of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger (the "Restricted Period"), sell, pledge (other than the replacement of a pledge existing on March 28, 1997 of People's Common Stock), transfer or otherwise dispose of the shares of Xxxxxxx common stock, par value $.01 per share (the "Xxxxxxx Common Stock"), to be received by him/her for his/her shares of People's Common Stock upon consummation of the Merger, it being agreed that Xxxxxxx shall use commercially reasonable efforts to publish such earnings report within 45 days after the end of the first month after the Merger becomes effective in which there are at least 30 days of post-Merger combined operations. (f) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Xxxxxxx Common Stock received in exchange for i3 People's Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities ActAct of 1933, as amended. (g) During the Restricted Period, such Stockholder shall not sell or otherwise dispose of a number of shares of his/her People's Common Stock, or shares of Xxxxxxx Common Stock which are exchanged for said shares, (i) which is greater than 10% of his/her total beneficial ownership of said shares as of the date of the first such sale and (ii) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of People's as of the date of the first such sale. Such For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles. (h) Except as set forth in the attached Schedule II, such Stockholder also understands thathas no present plan or intent, unless and until as of the effective time of the Merger, shall have no present plan or intent, to engage in a sale, transferexchange, transfer (other than an intrafamily gift), distribution (including a distribution by a corporation to its shareholders), redemption, or reduction in any way of such Stockholder`s risk of ownership by short sale or otherwise, or other disposition (not including a bona fide pledge), directly or indirectly (collectively a "Sale"), with respect to any of ACE*COMM the shares of Xxxxxxx Common Stock to be received by such Stockholder upon the Merger (except for cash received for fractional shares). Such Stockholder is not aware of, or participating in, any plan or intent on the part of People's stockholders (a "Plan") to engage in sales of the Xxxxxxx Common Stock to be issued in the Merger such that the aggregate fair market value, as of the effective time of the Merger, of the shares subject to such Stockholder has been registered under Sales would exceed 50% of the Securities Act aggregate fair market value of all outstanding People's Common Stock immediately before the Merger (as provided herein the "Outstanding People's Common Stock"). A sale of Xxxxxxx Common Stock shall be considered to have occurred pursuant to a Plan if, for example, such Sale occurs in a transaction that is in contemplation of, or otherwiserelated or pursuant to, the Merger (a "Related Transaction"). In addition, ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM shares of People's Common Stock (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145respect to which dissenters' rights are exercised, or (ii) exchanged for cash in lieu of fractional shares of Xxxxxxx Common Stock, and (iii) with respect to which a letter from Related Transaction occurs before the staff Merger shall be considered to be shares of the Securities and Exchange Commission (the “SEC”) or an opinion Outstanding People's Common Stock that are exchanged for shares of counsel, in form and substance reasonably satisfactory Xxxxxxx Common Stock that are disposed of pursuant to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145a Plan.

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of i3 any or all classes or series of BSB Common Stock called for such purposethe purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of i3 BSB Common Stock with respect to which such Stockholder has voting power (including the right power to vote (or to direct the voting of) whether owned as of the date hereof or hereafter acquired) acquired (ithe "Shares") in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliatesAgreement. Notwithstanding the foregoing, or any other transaction inconsistent provision of this Stockholder Agreement, NBT shall have no agreement, arrangement or understanding with any Stockholder as to directing the voting of any shares of BSB Common Stock to the extent it would result in NBT, individually or with any of its Affiliates (as defined in the next sentence) or Associates (as defined in the next sentence) becoming the Beneficial Owner (as defined in the next sentence) of five percent or more of the Voting Stock (as defined in the next sentence) of BSB. The terms "Affiliates," "Associates," "Beneficial Owner," and "Voting Stock" are as defined or referenced in Article 14 of the BSB Certificate of Incorporation. In determining which, if any, Stockholder that NBT shall have no agreement, arrangement or understanding with as to directing the voting of any shares of BSB Common Stock, reference shall be made to the Stockholders in order of the amount of BSB Common Stock set forth opposite such Stockholder's name on Schedule I hereto, beginning with the Agreement or Stockholder who reports the transactions contemplated therebyfewest number of shares, and continuing in ascending order therefrom. (b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. (c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement. (d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of the Securities and Exchange Commission (the “SEC”) or an opinion of counsel, in form and substance reasonably satisfactory to ACE*COMM, to the effect that the sale of the shares by the holder thereof is no longer subject to Rule 145.