Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Each of KCS and KARA Sub has all requisite full corporate power and authority to execute and deliver this Agreement andand the Ancillary Agreements to which it is a party, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other all requisite corporate proceedings action on the part of ACE*COMM (except for matters related to setting KCS and KARA Sub and no other corporate action on the date, time, place part of KCS and record date for the special meeting) are KARA Sub is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions contemplated herebyhereby and thereby, except for obtaining the approval of its stockholders as described in Section 6.3. KCS has received the opinion of Deutsche Bank that the Acquisition is fair from a financial point of view to KCS. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by ACE*COMM KCS and KARA Sub (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by i3the other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of ACE*COMMKCS and KARA Sub (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of KCS and KARA Sub at the Closing), enforceable against ACE*COMM KCS and KARA Sub in accordance with its their terms, except as enforcement (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by general principles of equity whether applied in a court of law or a court of equity the Securities Laws and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe policies underlying such laws.

Authority; No Violation. (a) ACE*COMM TMM, TMMH and MM each has all requisite full corporate power and authority to execute and deliver this Agreement andand the Ancillary Agreements to which it is a party, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance all requisite action on their respective parts, and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings action on the part of ACE*COMM (except for matters related to setting the dateTMM, time, place and record date for the special meeting) are TMMH or MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated herebyhereby or thereby, other than approvals from the shareholders of TMM and MM. TMM has received the opinion of XX Xxxxxx Securities, Inc. that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by ACE*COMM TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by i3the other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of ACE*COMMTMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against ACE*COMM TMM, TMMH and MM in accordance with its their terms, except as enforcement (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by general principles of equity whether applied in a court of law or a court of equity the Securities Laws and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe policies underlying such laws.

Authority; No Violation. (a) ACE*COMM GETCO has all requisite corporate full power and authority to execute and deliver this Agreement and, subject to the approval and adoption of a majority this Agreement and the Mergers by the Holders of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredGETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMGETCO and by the managers of GETCO. The Board of Directors of ACE*COMM GETCO has declared the ACE*COMM Issuance and determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMGETCO’s stockholders Holders entitled to vote for approval at and adoption and has adopted a special meeting of such stockholders and, except resolution to the foregoing effect. Except for the approval of such matters this Agreement and the GETCO Merger by the holders affirmative vote of a majority the Holders of 70% of the outstanding shares GETCO Units entitled to vote thereon, including the consent of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM GETCO and (assuming due authorization, execution and delivery by i3the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of ACE*COMMGETCO, enforceable against ACE*COMM GETCO in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM CenterState has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMCenterState. The Board of Directors of ACE*COMM CenterState has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CenterState and its shareholders, has adopted and approved this Agreement advisable and the transactions contemplated hereby (including the Merger), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMCenterState’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the holders affirmative vote of a majority of the outstanding shares votes entitled to be cast on this Agreement by the holders of ACE*COMM CenterState Common Stock represented at a meeting called therefor (the ACE*COMM Special Meeting in person or “Requisite CenterState Vote”) and subject to the adoption and approval of the Bank Merger Agreement by proxyCenterState as CenterState Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CenterState are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CenterState and (assuming due authorization, execution and delivery by i3South State) constitutes a valid and binding obligation of ACE*COMMCenterState, enforceable against ACE*COMM CenterState in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Continental has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMContinental (the “Continental Board”). The Continental Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are in the best interests of Continental and its stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMContinental’s stockholders for approval adoption at a special duly held meeting of such stockholders andfor such purpose (the “Continental Stockholders Meeting”). Except, except solely in the case of the Merger, for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Continental Common Stock represented at the ACE*COMM Special Continental Stockholders Meeting in person or by proxy(the “Continental Stockholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting Continental or any other vote by the date, time, place and record date for the special meeting) holders of any class or series of Continental Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by ACE*COMM Continental and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMContinental, enforceable against ACE*COMM Continental in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM Hxxxxx United has all requisite full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement by the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of ACE*COMM Hxxxxx United Common Stock represented at the ACE*COMM Special Hxxxxx United Shareholders Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM IssuanceHxxxxx United Required Vote”) is considered), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders all requisite corporate and, except for the approval of such matters by the holders of a majority subject to obtainment of the outstanding shares Required Hxxxxx United Vote, shareholder action of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, Hxxxxx United and no other corporate or shareholder proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Hxxxxx United are necessary pursuant to the Hxxxxx United Certificate, Hxxxxx United Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Hxxxxx United and (assuming due authorization, execution and delivery by i3the other Parties) constitutes a valid and binding obligation of ACE*COMMHxxxxx United, enforceable against ACE*COMM Hxxxxx United in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby (including the Certificate Amendment) have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMCompany. Such unanimous approval by the Board of Directors is sufficient to render inapplicable the provisions of Section 3 of Article VII of the Company Certificate. The Board of Directors of ACE*COMM Company has declared the ACE*COMM Issuance and determined unanimously that this Agreement is advisable and in the best interests of Company and its stockholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMCompany’s stockholders for approval and adoption at a special duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval and adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented entitled to vote at the ACE*COMM Special Meeting in person or by proxysuch meeting, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a constitute the valid and binding obligation obligations of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, their terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at Company Required Vote (as hereinafter defined) (to the ACE*COMM Special Meeting in person or extent such Company Required Vote is required by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredapplicable law), to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement, the Offer and the Merger are in the best interests of the Company and its shareholders and declared this Agreement, the Offer and the Merger to be advisable, (ii) approved the Offer and the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved (iii) subject to Section 8.8, recommended that shareholders of the Company adopt this Agreement and, if required by applicable law, directed that such matter be submitted for consideration by the Board Company’s shareholders at the Company Shareholder Meeting (as hereinafter defined). Except for the adoption of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders affirmative vote of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at entitled to vote in accordance with applicable law, if required (the ACE*COMM Special Meeting in person or by proxy“Company Required Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallygenerally (the “Bankruptcy and Equity Exceptions”).

Authority; No Violation. (a) ACE*COMM NeoPharm has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMNeoPharm (the “NeoPharm Board”) and by the Special Committee. The Special Committee and the NeoPharm Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and have determined that this Agreement and the transactions contemplated hereby are in the best interests of NeoPharm and its stockholders and have approved and declared advisable and directed that this Agreement. No other corporate proceedings on the ACE*COMM Issuance and part of NeoPharm or any vote by the holders of any class or series of NeoPharm capital stock are necessary to approve or adopt this Agreement be submitted or to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by the Delaware Law), provided that adoption of an amendment to the NeoPharm Charter (the “Charter Amendment”) increasing the number of authorized shares of NeoPharm Common Stock, which is necessary to allow the Convertible Preferred Stock to be converted into NeoPharm Common Stock, is subject to the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM NeoPharm Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyStock. This Agreement has been duly and validly executed and delivered by ACE*COMM NeoPharm and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMNeoPharm, enforceable against ACE*COMM NeoPharm in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company (the "Company Board"). The Company Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and determined that this Agreement advisable and the transactions contemplated hereby are in the best interests of the Company and its stockholders, has resolved to recommend that holders of Company Common Stock vote in favor of the adoption of this Agreement and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s the Company's stockholders for approval adoption, and the Merger be submitted to the Company's stockholders for approval, at a special duly held meeting of such stockholders (the "Company Stockholders Meeting"), and, except for the adoption of this Agreement and the approval of the Merger at such matters meeting by the affirmative vote of the holders of a majority of the Company Shares issued an outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyand entitled to vote thereon ("Company Stockholder Approval"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for Company or vote by the special meeting) holders of any class or series of Company Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM BCIC has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved authorized by all necessary action on the Board part of Directors of ACE*COMMthe BCIC Board. The BCIC Board (on the recommendation of Directors of ACE*COMM the BCIC Special Committee) has declared the ACE*COMM Issuance and unanimously (i) determined that (A) this Agreement and the terms of the Merger and the related Transactions are advisable and in the best interests of BCIC and (B) the interests of BCIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) directed that the ACE*COMM Issuance and adoption of this Agreement and approval of the Transactions be submitted to ACE*COMMBCIC’s stockholders for approval at a special duly held meeting of such stockholders and, except (the “BCIC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of BCIC adopt this Agreement and approve the Transactions. Except for receipt of the approval of such matters by the holders of at least a majority of the outstanding shares of ACE*COMM BCIC Common Stock represented entitled to vote thereon to approve the BCIC Matters at a duly held meeting of BCIC stockholders (the ACE*COMM Special Meeting in person or “BCIC Requisite Vote”), the Merger and the other Transactions have been authorized by proxy, no other all necessary corporate proceedings action on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyBCIC. This Agreement has been duly and validly executed and delivered by ACE*COMM BCIC and (assuming due authorization, execution and delivery by i3TCPC, Merger Sub and the Advisors) constitutes a the valid and binding obligation of ACE*COMMBCIC, enforceable against ACE*COMM BCIC in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exception”)).

Authority; No Violation. (a) ACE*COMM MainSource has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMMainSource. The Board of Directors of ACE*COMM MainSource has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of MainSource and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMMainSource’s stockholders shareholders for approval adoption at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM MainSource Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite MainSource Vote”), and the adoption and approval of the Bank Merger Agreement by proxyMainSource Bank and MainSource as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MainSource are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM MainSource and (assuming due authorization, execution and delivery by i3First Financial) constitutes a valid and binding obligation of ACE*COMMMainSource, enforceable against ACE*COMM MainSource in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM HBI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite HBI Vote and Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly and validly approved by the Board of Directors of ACE*COMMHBI. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except Except for the approval of such matters the Merger pursuant to this Agreement as required under Maryland law by the holders affirmative vote of a majority at least two-thirds of the outstanding shares of ACE*COMM HBI Common Stock represented at entitled to vote thereon (such affirmative shareholder vote, the ACE*COMM Special Meeting in person or by proxy“Requisite HBI Vote”), no other corporate proceedings approvals on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) HBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of HBI or HBI Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM and (HBI and, assuming the due authorization, execution and delivery of this Agreement by i3) FNB, constitutes a the valid and binding obligation of ACE*COMMHBI, enforceable against ACE*COMM HBI in accordance with its terms, except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting creditors’ the rights of insured depository institutions or the rights of creditors generally and remedies generallythe availability of equitable remedies.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to (x) the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger Company's shareholders as contemplated hereby (the “ACE*COMM Issuance”) is consideredherein, to consummate the transactions contemplated hereby. To the Company's knowledge, each party to the Shareholders' Agreement (other than Buyer) has full power and authority to execute and deliver the Shareholders' Agreement and to perform such party's obligations thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders the Company's shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany's shareholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Buyer and Buyer Subsidiary Bank) this Agreement constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM FNB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite FNB Vote and Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly and validly approved by the Board of Directors of ACE*COMMFNB. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except Except for the approval of such matters by the holders affirmative vote of a majority of votes cast at a meeting of FNB’s shareholders at which a quorum is present approving the outstanding shares issuance of ACE*COMM FNB Common Stock represented at pursuant to this Agreement in accordance with Section 312.03 of the ACE*COMM Special Meeting in person or by proxyNew York Stock Exchange Listed Company Manual (such affirmative shareholder vote, the “Requisite FNB Vote”), no other corporate proceedings approvals on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of FNB or FNB Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM and (FNB and, assuming the due authorization, execution and delivery of this Agreement by i3) YDKN, constitutes a the valid and binding obligation of ACE*COMMFNB, enforceable against ACE*COMM FNB in accordance with its terms, except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting creditors’ the rights of insured depository institutions or the rights of creditors generally and remedies generallythe availability of equitable remedies.

Authority; No Violation. (a) ACE*COMM AirTran has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredAirTran Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of the obligations hereunder by AirTran have been duly and validly approved by the Board of Directors of ACE*COMMAirTran (the “AirTran Board”). The AirTran Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are in the best interests of AirTran and its stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger (the “Recommendation”), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s its stockholders for approval adoption at a special duly held meeting of such stockholders and, except for such purpose (the “AirTran Stockholders Meeting”). Except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the voting power of AirTran, which will be obtained if this Agreement is adopted by a majority of the outstanding shares of ACE*COMM AirTran Common Stock represented entitled to vote at the ACE*COMM Special AirTran Stockholders Meeting in person or by proxy(the “AirTran Stockholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting AirTran or any other vote by the date, time, place and record date for the special meeting) are holders of any class or series of AirTran Capital Stock is necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the Articles of Merger with the Nevada Secretary of State). This Agreement has been duly and validly executed and delivered by ACE*COMM AirTran and (assuming due authorization, execution execution, and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMAirTran, enforceable against ACE*COMM AirTran in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization, or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM Nutmeg has all requisite full corporate power and corporate authority to execute and deliver this Agreement, the Bank Merger Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Bank Merger Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMNutmeg. The Board of Directors of ACE*COMM Nutmeg has declared the ACE*COMM Issuance and this Agreement advisable and directed that this Agreement, the ACE*COMM Issuance Merger and this Agreement the other transactions contemplated hereby be submitted to ACE*COMM’s stockholders Nutmeg's shareholders for approval at a special meeting of such stockholders the Special Meeting and, except for the approval of such matters this Agreement, the Merger and the other transactions contemplated hereby by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyNutmeg's shareholders, no other corporate proceedings on the part of ACE*COMM Nutmeg (except for matters related to setting the date, time, place and record date for the special meetingSpecial Meeting) are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Bank Merger Agreement and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM Nutmeg and (assuming due authorization, execution and delivery by i3NewMil and New Milford Savings Bank of this Agreement, by New Milford Savings Bank of the Bank Merger Agreement, and by NewMil of the Option Agreement) constitutes a will constitute valid and binding obligation obligations of ACE*COMMNutmeg, enforceable against ACE*COMM Nutmeg in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ creditors rights and remedies generally.

Authority; No Violation. (a) ACE*COMM HCI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject and the other documents contemplated to approval of a majority of be executed and delivered by HCI in connection with the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger transactions contemplated hereby (this Agreement, together with such other documents, collectively, the “ACE*COMM Issuance”) is considered"HCI --- Documents"), and to consummate the transactions contemplated herebyhereby and thereby. ---------- The execution and delivery of this Agreement each of the HCI Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMHCI. The Board of Directors of ACE*COMM HCI has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance Articles of Merger and this Agreement the transactions contemplated hereby be submitted to ACE*COMM’s HCI's stockholders for approval at a special meeting or by written consent of such stockholders and, except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM HCI Voting Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) HCI are necessary to approve this Agreement or the HCI Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been been, and prior to the Effective Time, each other HCI Document will have been, duly and validly executed and delivered by ACE*COMM HCI and (assuming due authorization, execution and delivery by i3ALC) constitutes this Agreement constitutes, and each other HCI Document will constitute, a valid and binding obligation of ACE*COMMHCI, enforceable against ACE*COMM HCI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM AMNB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of ACE*COMMAMNB. The Board of Directors of ACE*COMM AMNB has declared the ACE*COMM Issuance and determined that this Agreement and the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of AMNB and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMAMNB’s stockholders shareholders as required by applicable law and the AMNB Articles and the AMNB Bylaws for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the required approval of such matters this Agreement by the affirmative vote of the holders of a majority more than two-thirds of the outstanding shares of ACE*COMM AMNB Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or by proxy“Requisite AMNB Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) AMNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM AMNB and (assuming due authorization, execution and delivery by i3Buyer) constitutes a valid and binding obligation of ACE*COMMAMNB, enforceable against ACE*COMM AMNB in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Anchor has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMAnchor. The Board of Directors of ACE*COMM Anchor has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, are in the best interests of Anchor and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMAnchor’s stockholders shareholders for approval adoption at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of such matters this Agreement by the affirmative vote of holders of Anchor Common Stock who are entitled to cast at least a majority of the outstanding shares votes which all holders of ACE*COMM Anchor Common Stock represented at are entitled to cast on the ACE*COMM Special Meeting in person or matter (the “Requisite Anchor Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe board of directors of AnchorBank and Anchor as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Anchor are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Anchor and (assuming due authorization, execution and delivery by i3Old National) constitutes a valid and binding obligation of ACE*COMMAnchor, enforceable against ACE*COMM Anchor in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Target has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by more than two-thirds of the members of the Board of Directors of ACE*COMMTarget (the “Target Board”). The Target Board of Directors of ACE*COMM has declared determined that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of Target and its shareholders, has directed that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, be submitted to ACE*COMMTarget’s stockholders shareholders for approval consideration at a special duly held meeting of such stockholders and, except shareholders and has recommended that Target’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a the majority of the outstanding shares of ACE*COMM Target Common Stock represented entitled to vote at such meeting (the ACE*COMM Special Meeting in person or by proxy“Target Requisite Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Target are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Target and (assuming due authorization, execution and delivery by i3Buyer) constitutes a the valid and binding obligation of ACE*COMMTarget, enforceable against ACE*COMM Target in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved and this Agreement duly adopted by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMthe Company’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the affirmative vote of (i) two-thirds of all the votes entitled to be cast by holders of outstanding Voting Common Stock and Non-Voting Common Stock considered together and (ii) a majority of votes cast by each of the outstanding shares of ACE*COMM Voting Common Stock represented at and Non-Voting Common Stock considered separately (the ACE*COMM Special Meeting in person or by proxy, “Company Shareholder Approval”) no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM EVBS has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the approval of a majority the shareholders of EVBS and to the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance Consents of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of EVBS has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMEVBS’s stockholders shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters Agreement by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyits shareholders, no other corporate proceedings proceeding on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are EVBS is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by EVBS and delivered by ACE*COMM EVBS (and (assuming due authorization, execution and delivery by i3) constitutes EVBS), will constitute a valid and binding obligation of ACE*COMM, EVBS and will be enforceable against ACE*COMM EVBS in accordance with its terms, except as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.

Authority; No Violation. (a) ACE*COMM Xxxxxx has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of ACE*COMMXxxxxx by a unanimous vote thereof. The Board of Directors of ACE*COMM Xxxxxx has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Xxxxxx and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders Xxxxxx’x shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the holders affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of ACE*COMM Xxxxxx Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy“Xxxxxx Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Xxxxxx are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Xxxxxx and (assuming due authorization, execution and delivery by i3M&T and Merger Sub) constitutes a the valid and binding obligation of ACE*COMMXxxxxx, enforceable against ACE*COMM Xxxxxx in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exceptions”)).

Authority; No Violation. (a) ACE*COMM Subject to (i) approval by the shareholders of Xxxxxx of this Agreement and (ii) receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof and compliance with such approvals, Xxxxxx has all requisite full corporate power and authority to execute and deliver this Agreement and, subject and to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate complete the transactions contemplated hereby. FCNB has full corporate power and authority to execute and deliver the Bank Plan of Merger and to complete the Bank Merger. The execution and delivery of this Agreement by Xxxxxx and the consummation completion by Xxxxxx of the transactions contemplated hereby and thereby have been unanimously and duly and validly approved by the Board board of Directors directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval Xxxxxx, at a special meeting of such stockholders duly called and held, and, except for the approval of such matters by the holders shareholders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyXxxxxx, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Xxxxxx are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Xxxxxx and, subject to (i) approval of the shareholders of Xxxxxx of this Agreement and (assuming due authorizationii) receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof and compliance with such required approvals, execution and delivery by i3) constitutes a the valid and binding obligation of ACE*COMMXxxxxx, enforceable against ACE*COMM Xxxxxx in accordance with its terms, except subject further to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and subject, as enforcement may be limited by to enforceability, to general principles of equity whether applied equity. The Bank Plan of Merger, upon its execution and delivery by FCNB, will constitute the valid and binding obligation of FCNB, enforceable against FCNB in a court accordance with its terms, subject to applicable conservatorship or receivership provisions of law the FDIA, or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has adopted the plan of merger reflected in this Agreement and has directed that the ACE*COMM Issuance and plan of merger reflected in this Agreement be submitted to ACE*COMMthe Company’s stockholders shareholders for approval at a special duly held meeting of such stockholders andshareholders, except and has adopted a resolution to the foregoing effect. The Board of Directors of the Company has taken all necessary actions and made all necessary determinations under Article VIII of the Company Certificate required to render inapplicable to this Agreement Article VIII of the Company Certificate. Except for the approval of such matters the plan of merger reflected in this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented entitled to vote at such meeting and the ACE*COMM Special Meeting approvals required in person or by proxyconnection with the Bank Mergers, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity).

Authority; No Violation. (a) ACE*COMM MMLC has all requisite corporate power and authority to execute and deliver this Agreement and, subject and to approval of a majority consummate the Transactions. The MMLC Board (on the recommendation of the outstanding shares of ACE*COMM Common Stock represented at MMLC Special Committee) has unanimously (i) determined that (A) this Agreement and the ACE*COMM Special Meeting in person or by proxy at which the issuance terms of the shares of ACE*COMM Common Stock Mergers and the Transactions are fair to and in the Merger contemplated hereby best interests of MMLC and the Unaffiliated MMLC Stockholders and (B) the interests of MMLC’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved and declared advisable this Agreement and the Transactions, (iii) directed that the adoption of this Agreement be submitted to MMLC’s stockholders for approval at a duly held meeting of such stockholders (the “ACE*COMM IssuanceMMLC Stockholders Meeting”) is consideredand (iv) resolved to recommend that the stockholders of MMLC adopt this Agreement (such recommendation, to consummate the transactions contemplated hereby“MMLC Board Recommendation”). The Except for receipt of the MMLC Requisite Vote, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers and the other Transactions have been duly and validly approved authorized by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other all necessary corporate proceedings action on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyMMLC. This Agreement has been duly and validly executed and delivered by ACE*COMM MMLC and (assuming due authorization, execution and delivery by i3MMLC and Merger Sub) constitutes a the valid and binding obligation of ACE*COMMMMLC, enforceable against ACE*COMM MMLC in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM MBI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite MBI Vote (as defined below) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly and validly approved by the Board of Directors of ACE*COMMMBI. The Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by the vote of sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval MBI at a special duly called meeting of such stockholders and, except for the approval Board of such matters Directors of MBI and by the holders affirmative vote of a majority of votes cast at a meeting of MBI’s shareholders at which a quorum is present (such affirmative shareholder vote, the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy“Requisite MBI Vote”), no other corporate proceedings approvals on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.10, no corporate approvals on the part of MBI or Metro Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM and (MBI and, assuming the due authorization, execution and delivery of this Agreement by i3) FNB, constitutes a the valid and binding obligation of ACE*COMMMBI, enforceable against ACE*COMM MBI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredCompany Required Vote, to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement and the Merger are in the best interests of the Company and the Stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by (iii) subject to Section 5.10, recommended that the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and Stockholders adopt this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval consideration by the Stockholders at a special meeting of such stockholders and, except the Company Stockholder Meeting. Except for the approval adoption of such matters this Agreement by the holders affirmative vote of a majority of the outstanding shares of ACE*COMM Company Common Stock represented entitled to vote at the ACE*COMM Special Company Stockholder Meeting in person or by proxywritten consent of a majority of the outstanding shares of Company Common Stock (the “Company Required Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallygenerally (the “Bankruptcy and Equity Exceptions”).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger Company’s shareholders as contemplated hereby (the “ACE*COMM Issuance”) is consideredherein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMthe Company’s stockholders shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany’s shareholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for Company or the special meeting) Company Bank are necessary to approve this Agreement, the Warrant Agreement or and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement has and the Warrant have been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligation obligations of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity equity, whether applied in a court of law or a court of equity equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of ACE*COMMCompany by a unanimous vote thereof. The Board of Directors of ACE*COMM Company has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCompany’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the holders affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting “Company Shareholder Approval”), and except as set forth in person or by proxySection 3.3(a) of the Company Disclosure Schedule, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Purchaser and Sub, as applicable) constitutes a the valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM CAVB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority in the case of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance consummation of the shares Merger to the adoption of ACE*COMM this Agreement by the requisite vote of the holders of CAVB Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredStock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMCAVB. The Board of Directors of ACE*COMM CAVB determined that the Merger is advisable and in the best interest of CAVB and its shareholders and has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders CAVB's shareholders for approval adoption at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM CAVB Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CAVB are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CAVB and (assuming due authorization, execution and delivery by i3PNFP) constitutes a valid and binding obligation obligations of ACE*COMMCAVB, enforceable against ACE*COMM CAVB in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies).

Authority; No Violation. (ai) ACE*COMM Virata has all requisite full corporate power and ----------------------- authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMVirata. The Board of Directors of ACE*COMM Virata has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s Virata stockholders for approval at a special meeting of such Virata stockholders for the purpose of approving the Merger and this Agreement (the "Virata Stockholders Meeting"), and, except for --------------------------------- the approval of such matters the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Virata Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy"Virata Stockholder Approval"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) ---------------------------- Virata are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Virata and (assuming due authorization, execution and delivery by i3Globespan and Merger Sub) constitutes a valid and binding obligation of ACE*COMMVirata, enforceable against ACE*COMM Virata in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of ACE*COMMCompany by a unanimous vote thereof. The Board of Directors of ACE*COMM Company has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCompany’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the holders affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy“Company Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. Neither Company nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to financial services by way of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Purchaser and Merger Sub, as applicable) constitutes a the valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the First Merger, have been duly duly, validly and validly approved unanimously authorized by the Board board of Directors directors of ACE*COMM. The Board Company, the board of Directors directors of ACE*COMM Company has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted resolved to ACE*COMMrecommend to Company’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters the First Merger and all necessary corporate action in respect thereof on the part of Company has been taken, subject to the approval by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite Stockholder Approval”) and the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by proxy, no other corporate proceedings on the part SDAT. The Requisite Stockholder Approval is the only vote of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary holders of securities of Company required to approve this Agreement or to consummate the transactions contemplated herebyFirst Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming Company. Assuming due authorization, execution and delivery by i3) Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity equity, regardless of whether applied considered in a court of proceeding in equity or at law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”).

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMCompany Board. The Company Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Directors of ACE*COMM Company and has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and plan of Merger set forth in this Agreement and the transactions contemplated hereby be submitted to ACE*COMMCompany’s stockholders for approval adoption at a special meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval adoption of such matters the plan of Merger set forth in this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Class A Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite Company Vote”) and the adoption and approval of the Bank Merger Agreement by proxy(i) the board of directors of Company Bank and (ii) Company, as Company Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. No approval by the holders of Company Class B Common Stock is required in connection with the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (ai) ACE*COMM Each of Xxxxxxxx and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMeach of Xxxxxxxx and Merger Sub. Xxxxxxxx, as sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated hereby. The Board of Directors of ACE*COMM Xxxxxxxx has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and issuance of Xxxxxxxx Common Stock pursuant to this Agreement be submitted to ACE*COMM’s Xxxxxxxx stockholders for approval at a special meeting of such Xxxxxxxx stockholders (the "Xxxxxxxx Stockholders Meeting"), and, except for the approval of such matters by the holders issuance of a majority of the outstanding shares of ACE*COMM Xxxxxxxx Common Stock represented in the Merger by majority vote at a meeting of Xxxxxxxx'x stockholders at which a quorum is present (the ACE*COMM Special Meeting in person or by proxy"Xxxxxxxx Stockholder Approval"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Xxxxxxxx or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM each of Xxxxxxxx and Merger Sub and (assuming due authorization, execution and delivery by i3Tosco) constitutes a valid and binding obligation of ACE*COMMXxxxxxxx and Merger Sub, enforceable against ACE*COMM Xxxxxxxx and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at Regulatory Approvals and the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredCompany Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of ACE*COMMCompany by a vote of at least a majority of the members of the Board of Directors of Company in office. The Board of Directors of ACE*COMM Company has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCompany’s stockholders shareholders for approval at a special meeting of such stockholders and, except duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the holders affirmative vote of at least a majority of all the outstanding shares votes entitled to be cast by holders of ACE*COMM Company Common Stock represented Shares at the ACE*COMM Special Meeting in person or by proxyCompany Shareholders’ Meeting, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Purchaser and Merger Sub) constitutes a the valid and binding obligation obligations of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of ACE*COMM. The Board Company, the board of Directors directors of ACE*COMM Company has declared the ACE*COMM Issuance and determined that this Agreement advisable and directed the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Company and its shareholders and has adopted a resolution recommending that the ACE*COMM Issuance and this Agreement be submitted approved by Company’s shareholders (the “Company Board Recommendation”), and all necessary corporate action in respect thereof on the part of Company has been taken, subject to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters this Agreement and the transactions contemplated hereby (including the Merger) by the holders affirmative vote of a majority the Holders of two-thirds of the outstanding shares of ACE*COMM Company Voting Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby“Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming Company. Assuming due authorization, execution and delivery by i3) Parent, this Agreement constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity equity, regardless of whether applied considered in a court of proceeding in equity or at law or a court of equity and by bankruptcy(collectively, insolvency and similar laws affecting creditors’ rights and remedies generally“Remedies Exceptions”).

Authority; No Violation. (a) ACE*COMM Such Company has all requisite trust or corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board of Directors Governors of ACE*COMMsuch Company, including all of the Independent Governors of such Company. The Board of Directors Governors of ACE*COMM such Company, including all of the Independent Governors of such Company, has declared the ACE*COMM Issuance and unanimously determined that this Agreement and the terms of Mergers to which such Company is a party and the related Transactions are advisable and in the best interests of such Company, determined that the interests of such Company’s existing stockholders will not be diluted as a result of the Transactions, has approved the Applicable Matters and has directed that the ACE*COMM Issuance and this Agreement Applicable Matters be submitted to ACE*COMMsuch Company’s stockholders for approval at a special duly held meeting of such stockholders and(the “CCT II Stockholders Meeting”, except the “FSIC III Stockholders Meeting” or the “FSIC IV Stockholders Meeting”, as applicable) and has adopted a resolution to the foregoing effect. Except for the approval of such matters by the holders of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at applicable Requisite Vote, the ACE*COMM Special Meeting in person Applicable Matters have been authorized by all necessary trust or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by ACE*COMM such Company and (assuming due authorization, execution and delivery by i3the other parties to this Agreement) constitutes a the valid and binding obligation of ACE*COMMsuch Company, enforceable against ACE*COMM such Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement andand the Company Option Agreement (this Agreement and the Company Option Agreement, subject to approval of a majority of collectively, the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”"Company Documents") is considered, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s the Company's stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters the Merger and this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany's stockholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Without limiting the foregoing, the Board of Directors of the Company has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of the Company. Each of the Company Documents has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Buyer) this Agreement constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of obtaining the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredCompany Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board of Directors of ACE*COMMCompany Board. The Company Board (on the recommendation of Directors of ACE*COMM the Company Special Committee) has declared the ACE*COMM Issuance and unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of the Company and its stockholders and (B) the interests of the Company’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and other Company Matters), (iii) directed that the ACE*COMM Issuance and this Agreement approval of the Company Matters be submitted to ACE*COMMthe Company’s stockholders for approval at a special duly held meeting of such stockholders and, except (the “Company Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Company approve the Company Matters. Except for receipt of the approval of such matters the Company Matters by the affirmative vote of the holders of Company Common Stock entitled to cast a majority of all the outstanding shares of ACE*COMM Common Stock represented votes entitled to be cast on the matters to be approved at the ACE*COMM Special Company Stockholders Meeting in person or (the “Company Requisite Vote”), the Merger and the other Transactions have been authorized by proxy, no other all necessary corporate proceedings action on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3the Acquiror, Merger Sub and the Acquiror Adviser) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exception”)).

Authority; No Violation. (a) ACE*COMM has all requisite corporate BPB and BPIM each have full power and authority to execute and deliver this Agreement and, subject to approval of a majority each of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or respective Buyer Agreements executed and delivered by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, them and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the respective Buyer Agreements executed by them and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by all requisite action on the Board part of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance BPB and this Agreement advisable BPIM, and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) BPB or BPIM are necessary to approve this Agreement or the Buyer Agreements and to consummate the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by ACE*COMM BPB and (assuming BPIM, and prior to the Closing each of the other Buyer Agreements to be executed by BPB or BPIM will be duly and validly executed by BPB or BPIM, as the case may be. Assuming the due authorization, execution and delivery of the Buyer Agreements by i3the other parties thereto (other than BPB and BPIM), each Buyer Agreement to which BPB or BPIM is a party constitutes (or when executed and delivered by BPB or BPIM, as the case may be, will constitute) constitutes a valid and binding obligation of ACE*COMMBPB or BPIM, as the case may be, enforceable against ACE*COMM BPB or BPIM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM The Seller has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, other Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly unanimously approved by the Board of Directors of ACE*COMMthe Seller. The Board of Directors of ACE*COMM the Seller has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance transactions contemplated hereby and this Agreement thereby be submitted to ACE*COMM’s the stockholders of the Seller for approval at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyits stockholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Seller are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by ACE*COMM the Seller and (assuming due authorization, execution and delivery by i3the Buyer and the Merger Subsidiary) constitutes a constitute the valid and binding obligation obligations of ACE*COMMthe Seller, enforceable against ACE*COMM the Seller in accordance with its their respective terms, except as that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether applied enforcement is considered in a court proceeding in equity or at law) and the availability of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequitable remedies.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of ACE*COMM. The Board Company, the board of Directors directors of ACE*COMM Company has declared the ACE*COMM Issuance and determined that this Agreement advisable and directed the transactions contemplated hereby (including the Merger) are in the best interests of Company and its shareholders and has adopted a resolution recommending that the ACE*COMM Issuance and this Agreement be submitted approved by Company’s shareholders (the “Company Board Recommendation”), and all necessary corporate action in respect thereof on the part of Company has been taken, subject to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters this Agreement and the transactions contemplated hereby (including the Merger) by the holders affirmative vote of the Holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby“Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming Company. Assuming due authorization, execution and delivery by i3) Parent, this Agreement constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to insured depository institutions or their holding companies or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity equity, regardless of whether applied considered in a court of proceeding in equity or at law or a court of equity and by bankruptcy(collectively, insolvency and similar laws affecting creditors’ rights and remedies generally“Remedies Exceptions”).

Authority; No Violation. (a) ACE*COMM The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at Company Shareholder Approval and the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRegulatory Approvals, to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved adopted by the Company Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters this Agreement by the holders of a majority of all the outstanding votes entitled to be cast on the Agreement by all shares of ACE*COMM Common Company Capital Stock represented at entitled to vote on the ACE*COMM Special Meeting in person or by proxyAgreement, voting as a single voting group (the “Company Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has (i) adopted this Agreement and determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company’s shareholders and (ii) resolved to (A) submit this Agreement for approval by the Company’s shareholders and (B) transmit to such shareholders a recommendation that such shareholders approve this Agreement or to consummate and the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by ACE*COMM and (the Company and, assuming due authorization, execution and delivery by i3) this Agreement constitutes a the valid and binding obligation agreement of ACE*COMMParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (B) is subject to general principles of equity (regardless of whether applied enforceability is considered in a court of law proceeding at Law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyin equity).

Authority; No Violation. (a) ACE*COMM has all requisite Company and Great American have full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting required regulatory and stockholder approvals set forth in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredSection 3.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of ACE*COMMCompany and Great American. The Board of Directors of ACE*COMM Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders the Company Stockholders for approval at a special meeting of such stockholders the Special Meeting and, except for the approval adoption of such matters this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany Stockholders, no other corporate proceedings on the part of ACE*COMM Company or Great American (except for matters related to setting the date, time, place and record date for the special meetingSpecial Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and Great American and (assuming due authorization, execution and delivery by i3Purchaser and FCB of this Agreement) constitutes is a valid and binding obligation of ACE*COMMCompany and Great American, enforceable against ACE*COMM each of Company and Great American in accordance with its terms, except as enforcement may be limited by (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity whether applied in a court of law or a court of equity and by (iii) bankruptcy, insolvency and similar laws Laws affecting creditors’ ' rights and remedies generally.. (b) Neither the execution and delivery of this Agreement by Company and Great American, nor the consummation by Company and Great American of the transactions contemplated hereby, nor compliance by Company or Great American with any of the terms or provisions hereof, will (either with or without the giving of notice of the passing of time or both) (i) violate any provision of the Certificate of Incorporation or Bylaws of Company or the organizational documents of any Company Subsidiary or (ii) subject to the receipt of the required regulatory and stockholder approvals set forth in Section 3.5 and the third-party consents set forth in Section 3.3(b) of the Company Disclosure Schedule, (A) violate in any material respect any Law applicable to Company or any Company Subsidiary, or any of their respective properties or assets, or (B) violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the creation of any Lien upon any of the respective properties or assets of Company or any Company Subsidiary. 3.4

Authority; No Violation. (a) ACE*COMM MBNA has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMMBNA. The Board of Directors of ACE*COMM MBNA has declared determined that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of MBNA and its stockholders and has directed that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, be submitted to ACE*COMMMBNA’s stockholders for approval consideration at a special duly held meeting of such stockholders and, except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM MBNA Common Stock represented entitled to vote at the ACE*COMM Special Meeting in person or by proxysuch meeting, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MBNA are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by ACE*COMM MBNA and (assuming due authorization, execution and delivery by i3Bank of America) constitutes a constitute the valid and binding obligation of ACE*COMMMBNA, enforceable against ACE*COMM MBNA in accordance with its terms, their terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity).

Authority; No Violation. (a) ACE*COMM has all requisite Purchaser and FCB have full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting required regulatory approvals set forth in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredSection 2.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance Purchaser and this Agreement advisable FCB and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Purchaser or FCB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM Purchaser and FCB and (assuming due authorization, execution and delivery by i3Company and Great American of this Agreement) constitutes is a valid and binding obligation of ACE*COMMPurchaser and FCB, enforceable against ACE*COMM each of Purchaser and FCB in accordance with its terms, except as enforcement may be limited by (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity whether applied in a court of law or a court of equity and by (iii) bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.. (b) Neither the execution and delivery of this Agreement by Purchaser and FCB, nor the consummation by Purchaser and FCB of the transactions contemplated hereby, nor compliance by Purchaser or FCB with any of the terms or provisions hereof, will (either with or without the giving of notice or the passing of time or both) (i) violate any provision of the Articles of Incorporation or Bylaws of Purchaser or the organizational documents of any Purchaser Subsidiary or (ii) subject to the receipt of the required regulatory approvals set forth in Section 2.5, (A) violate in any material respect any Law applicable to Purchaser or any Purchaser Subsidiary, or any of their respective properties or assets, or (B) violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any Purchaser Subsidiary. 12

Authority; No Violation. (a) ACE*COMM Allaire has all requisite full corporate power and authority to execute and deliver this Agreement xxxx Xxreement and, subject to the approval of a majority the stockholders of Allaire and the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance Consents of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRegulatory Authorities, to consummate xx xxxsummate the transactions contemplated hereby. The execution and delivery Board of Directors of Allaire has determined that this Agreement and the consummation transactions contemxxxxxx hereby are in the best interests of the transactions contemplated hereby have been duly Allaire and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM its stockholders and has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and xxx xxxnsactions contemplated by this Agreement be submitted to ACE*COMM’s Allaire's stockholders for approval adoption at a special duly held meeting of such stockholders stoxxxxxxxxx and, except for the approval of such matters this Agreement and the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of ACE*COMM Allaire Common Stock represented entitled to vote at the ACE*COMM Special Meeting in person or by proxysuch meeting, no other corporate proceedings corporxxx xxxceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Allaire are necessary to approve this Agreement or to consummate the transactions txxxxxxxions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Allaire and (assuming due authorization, execution and delivery by i3Banxxxx xxd subject to any review and approval of any Regulatory Authority) constitutes a valid and binding obligation of ACE*COMMAllaire, enforceable against ACE*COMM Allaire in accordance with its terms, except as enforcement terms (excxxx xx may be limited by general principles of equity whether applied in a court of law bankxxxxxx, insolvency, moratorium, reorganization or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ the rights of creditors generally, and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority and upon receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby Company Stockholder Approval (the “ACE*COMM Issuance”as defined below) is considered, will have full corporate power and authority to consummate the transactions contemplated hereby. The Company's Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) duly and validly approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and (iii) directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s the Company's stockholders for approval adoption at a special meeting of such stockholders and, except stockholders. Except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at as of the ACE*COMM Special Meeting in person or by proxyrecord date for such stockholders' meeting (the "Company Stockholder Approval"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as subject to (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement may be limited by general of the rights and remedies of creditors generally and (ii) principles of equity (regardless of whether considered and applied in a court of law proceeding in equity or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyat law).

Authority; No Violation. (a) ACE*COMM HBC has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredHBC Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMHBC. The As of the date of this Agreement, the Board of Directors of ACE*COMM HBC has declared the ACE*COMM Issuance and determined that this Agreement is advisable and in the best interests of HBC and its shareholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMHBC’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval of such matters affirmative vote to approve this Agreement by the holders of a majority of the outstanding shares of ACE*COMM HBC Common Stock represented at a meeting called therefor (the ACE*COMM Special Meeting in person or by proxy“HBC Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by ACE*COMM HBC and (assuming due authorization, execution and delivery by i3CenterState) constitutes a the valid and binding obligation of ACE*COMMHBC, enforceable against ACE*COMM HBC in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”).

Authority; No Violation. (a) ACE*COMM CrossFirst has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredstockholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of ACE*COMMCrossFirst. The Board of Directors of ACE*COMM CrossFirst has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of CrossFirst and its stockholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCrossFirst’s stockholders for approval adoption at a special meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for (i) the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM CrossFirst Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or “Requisite CrossFirst Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by proxythe Board of Directors of CrossFirst Bank and CrossFirst as CrossFirst Bank’s sole stockholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CrossFirst are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CrossFirst and (assuming due authorization, execution and delivery by i3Busey) constitutes a valid and binding obligation of ACE*COMMCrossFirst, enforceable against ACE*COMM CrossFirst in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Edify has all requisite full corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to approval the adoption of this Agreement by a majority of the outstanding shares of ACE*COMM Edify Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredStock, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMEdify. The Board of Directors of ACE*COMM Edify has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement and the transactions contemplated hereby be submitted to ACE*COMM’s Edify's stockholders for approval at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyEdify's stockholders, no other corporate proceedings on the part of ACE*COMM Edify (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by ACE*COMM Edify and (assuming due authorization, execution and delivery by i3S1 and Merger Sub of this Agreement and by S1 of the Option Agreement) constitutes a constitute valid and binding obligation obligations of ACE*COMMEdify, enforceable against ACE*COMM Edify in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (ai) ACE*COMM Each of Buyer and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMeach of Buyer and Merger Sub. The Buyer, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby. If necessary or reasonably deemed desirable, the Board of Directors of ACE*COMM has declared Buyer shall direct that the ACE*COMM Issuance and issuance of Buyer Common Stock pursuant to this Agreement advisable and directed that a proposal to increase the ACE*COMM Issuance and this Agreement authorized Buyer Capital Stock be submitted to ACE*COMM’s Buyer stockholders for approval at a special meeting of such Buyer stockholders (the "BUYER STOCKHOLDERS MEETING"), and, except for the approval of such matters the issuance of Buyer Common Stock in the Merger and the increase in the authorized Buyer Capital Stock by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Buyer Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy"BUYER STOCKHOLDER APPROVAL") which may be required prior to the consummation of the Merger, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Buyer or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM each of Buyer and Merger Sub and (assuming due authorization, execution and delivery by i3the Company) constitutes a valid and binding obligation of ACE*COMMBuyer and Merger Sub, enforceable against ACE*COMM Buyer and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles principals of equity equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM PBC has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to upon the receipt of requisite approval by the shareholders of a majority PBC of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredthis Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMPBC and the Board of Directors of PBB. The Board of Directors of ACE*COMM PBC has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders PBC's shareholders for approval at a special meeting of such stockholders andshareholders. PBC has approved this Agreement and the transactions contemplated hereby, except and the Board of Directors of PBC has directed officers of PBC to so approve this Agreement and the transactions contemplated herein in its capacity as the sole shareholder of PBB. Except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyPBC's shareholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) PBC or its Subsidiaries are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM PBC, and (assuming due authorization, execution and delivery by i3) this Agreement constitutes a valid and binding obligation of ACE*COMMPBC, enforceable against ACE*COMM PBC in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM S1 has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, and, subject to approval by the holders of a majority of the outstanding shares of ACE*COMM S1 Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at the meeting of S1 stockholders at which the issuance of the shares of ACE*COMM S1 Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”"S1 Ixxxxxxx") is xx considered, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMS1. The Board of Directors of ACE*COMM S1 has declared the ACE*COMM S1 Issuance and this Agreement advisable and directed that the ACE*COMM S1 Issuance and this Agreement be submitted to ACE*COMM’s S1's stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyS1's stockholders, no other corporate proceedings on the part of ACE*COMM S1 (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by ACE*COMM S1 and (assuming due authorization, execution and delivery by i3Merger Sub and Edify) constitutes a constitute valid and binding obligation obligations of ACE*COMMS1, enforceable against ACE*COMM S1 in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws law affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Each of Catskill and its Subsidiaries has all requisite full corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMCatskill. The Board of Directors of ACE*COMM Catskill has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders Catskill's shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCatskill's shareholders, no other corporate proceedings on the part of ACE*COMM Catskill (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM Catskill and (assuming due authorization, execution and delivery by i3Troy of this Agreement and by Troy of the Option Agreement) constitutes a will xxxstitute valid and binding obligation bindinx obligations of ACE*COMMCatskill, enforceable against ACE*COMM Catskill in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM MBI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredMBI Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMMBI. The As of the date of this Agreement, the Board of Directors of ACE*COMM MBI has declared the ACE*COMM Issuance and determined that this Agreement is advisable and in the best interests of MBI and its shareholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMMBI’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval of such matters affirmative vote to approve this Agreement by the holders of a majority of all the votes entitled to be cast by the holders of the outstanding shares of ACE*COMM MBI Common Stock represented at a meeting called therefor (the ACE*COMM Special Meeting in person or by proxy“MBI Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by ACE*COMM MBI and (assuming due authorization, execution and delivery by i3PHC) constitutes a the valid and binding obligation obligations of ACE*COMMMBI, enforceable against ACE*COMM MBI in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM HSBC has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance HSBC, and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) HSBC are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM HSBC and (assuming due authorization, execution and delivery of this Agreement by i3Alliance) constitutes a valid and binding obligation of ACE*COMMHSBC, enforceable against ACE*COMM HSBC in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.. (b) Upon its formation, Trust Company will have full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trust Company of this Agreement and the consummation of the transactions contemplated hereby will be duly and validly approved by the Board of Directors of Trust Company and by HSBC as sole stockholder of Trust Company, and, upon such approvals, no other corporate proceedings on the part of Trust Company will be necessary to consummate the transactions contemplated hereby. This Agreement will be duly and validly executed and delivered by Trust Company and (assuming due authorization, execution and delivery of this Agreement by Alliance) will constitute a valid and binding obligation of Trust Company, enforceable against Trust Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. 67

Authority; No Violation. (a) ACE*COMM VBI has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRequisite Shareholder Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMVBI. The Board of Directors of ACE*COMM VBI has declared the ACE*COMM Issuance and determined that this Agreement advisable and the transactions contemplated hereby are fair to and in the best interests of VBI and its shareholders, has recommended this Agreement and the transactions contemplated hereby to its shareholders and has directed that the ACE*COMM Issuance and this Agreement and the transactions contemplated hereby be submitted to ACE*COMMVBI’s stockholders shareholders for approval at a special meeting of such stockholders and, except for the approval of such matters shareholders by the holders requisite vote of a majority VBI’s shareholders, which is the vote of two-thirds of the VBI Common Shares issued and outstanding shares as of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyclose of business on the record date to be set for such special meeting (the “Requisite Shareholder Vote”), and no other corporate proceedings on the part of ACE*COMM VBI (except for matters related to setting the date, time, place and record date for the special meeting, all of which actions have been authorized by the Board of Directors of VBI) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM VBI and (assuming due authorization, execution and delivery by i3Acquirer of this Agreement) constitutes a will constitute valid and binding obligation obligations of ACE*COMMVBI, enforceable against ACE*COMM VBI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared (i) determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders, (ii) directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders the Company's shareholders for approval at a special meeting of such stockholders and, except shareholders and resolved to recommend to the Company's shareholders that they approve this Agreement and the transactions contemplated hereby and (iii) adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby (including the Merger) by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at entitled to vote (the ACE*COMM Special Meeting in person or "Requisite Company Vote"), and the adoption and approval of the Bank Merger Agreement by proxyCompany Bank and the Company as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Purchaser and Merger Sub) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the "Enforceability Exceptions")).

Authority; No Violation. (a) ACE*COMM TriSummit has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority assuming receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredTriSummit Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by TriSummit and the consummation by TriSummit of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMTriSummit. The Board of Directors of ACE*COMM TriSummit has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement advisable Agreement, is in the best interests of TriSummit and its shareholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMTriSummit’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding all shares of ACE*COMM TriSummit Common Stock represented at and TriSummit Series A Preferred entitled to vote on this Agreement, voting together as a single class (the ACE*COMM Special Meeting in person or by proxy“TriSummit Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) TriSummit are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by ACE*COMM TriSummit and (assuming due authorization, execution and delivery by i3HomeTrust) constitutes a valid and binding obligation of ACE*COMMTriSummit, enforceable against ACE*COMM TriSummit in accordance with its terms, terms (except as enforcement enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exception”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMthe Company (excluding Xxxxxxxxxx, who abstained and recused himself from such discussions). The Board of Directors of ACE*COMM the Company (excluding Xxxxxxxxxx, who abstained and recused himself from such discussions) has declared the ACE*COMM Issuance and determined that this Agreement is advisable and in the best interests of the Company and the Non-Investor Stockholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMthe Company’s stockholders for approval adoption at a special duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for receipt of the approval of such matters affirmative vote to adopt this Agreement by the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at entitled to vote thereon (the ACE*COMM Special Meeting in person or “Company Stockholder Approval”), this Agreement and the transactions contemplated hereby have been authorized by proxy, no other all necessary corporate proceedings action on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement andand the Company Option Agreement (this Agreement and the Company Option Agreement, subject to approval of a majority of collectively, the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”"Company Documents") is considered, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s the Company's stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters the Merger and this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany's stockholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement With out limiting the foregoing, the Board of Directors of the Company has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of the Company. Each of the Company Documents has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Buyer) this Agreement constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM The Company has all the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, perform its obligations thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMthereby. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and unanimously approved this Agreement advisable and directed that the ACE*COMM Issuance Merger and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting all transactions contemplated thereby. Each of such stockholders andthe Company Shareholders collectively, except for the approval of such matters by being the holders of a majority all of the outstanding shares of ACE*COMM Common Stock represented at Company Stock, has approved this Agreement, the ACE*COMM Special Meeting in person or by proxy, no Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebythereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent and Merger Sub) constitutes a constitute valid and binding obligation obligations of ACE*COMMthe Company, enforceable against ACE*COMM in accordance with its termsthe Company, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. This Agreement and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by each of the Company Shareholders and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes valid and binding obligations of each Company Shareholder, enforceable against each Company Shareholder, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM The Seller has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, the other Transaction Documents and, subject only to the approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredSeller's stockholders, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Seller. The Board of Directors of ACE*COMM the Seller has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s the stockholders of the Seller for approval at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyits stockholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Seller are necessary to approve this Agreement or to consummate any of the transactions so contemplated herebyby this Agreement. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by ACE*COMM the Seller and (assuming due authorization, execution and delivery by i3the Buyer ) constitutes a constitute the valid and binding obligation obligations of ACE*COMMthe Seller, enforceable against ACE*COMM the Seller in accordance with its their respective terms, except as that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether applied enforcement is considered in a court proceeding in equity or at law) and the availability of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequitable remedies.

Authority; No Violation. (a) ACE*COMM MidSouth has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRequisite MidSouth Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMMidSouth. The Board of Directors of ACE*COMM MidSouth has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of MidSouth and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMMidSouth’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM MidSouth Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite MidSouth Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe Board of Directors of MidSouth Bank and MidSouth as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MidSouth are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM MidSouth and (assuming due authorization, execution and delivery by i3Hxxxxxx Xxxxxxx) constitutes a valid and binding obligation of ACE*COMMMidSouth, enforceable against ACE*COMM MidSouth in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved and this Agreement duly adopted unanimously by the Board of Directors of ACE*COMMthe Company. The As of the date of this Agreement, the Board of Directors of ACE*COMM the Company has declared unanimously determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMthe Company’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the holders affirmative vote of a majority of all the outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy, “Company Shareholder Approval”) no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court and Section 8(b)(6)(D) of law or a court of equity and by bankruptcythe Federal Deposit Insurance Act, insolvency and similar laws affecting creditors’ rights and remedies generally12 U.S.C. Section 1818(b)(6)(D) ((as applicable) (the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The Board of Directors of Company, at a meeting duly called and held, has (the "COMPANY BOARD RECOMMENDATION") (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of shares of Company Common Stock, (ii) duly approved and adopted a resolution containing this Agreement and approved the execution and delivery of this Agreement and the consummation transactions contemplated hereby, including the Merger, and approved the execution and performance of the transactions contemplated hereby have been duly Support Agreement, and validly approved by (iii) resolved to recommend that the Board holders of Directors shares of ACE*COMMCompany Common Stock vote to approve and adopt this Agreement. The Board of Directors of ACE*COMM Company has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s Company's stockholders for approval at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at entitled to vote thereon in connection with the ACE*COMM Special Meeting Merger (the "COMPANY STOCKHOLDER APPROVAL") and the approval and filing of the Proxy Statement (as defined in person or by proxySection 6.1), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting Company or the date, time, place Board of Directors of Company and record date for the special meeting) no other votes or consents of any holders of Company securities are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Parent and Sub) constitutes a the valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, except as enforcement may be limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles of equity (whether applied considered in a court of law proceeding in equity or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyat law).

Authority; No Violation. (a) ACE*COMM HRB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the approval of a majority the shareholders of HRB and to the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance Consents of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of HRB has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMHRB’s stockholders shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters Agreement by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyits shareholders, no other corporate proceedings proceeding on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are HRB is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by HRB and delivered by ACE*COMM HRB (and (assuming due authorization, execution and delivery by i3) constitutes HRB), will constitute a valid and binding obligation of ACE*COMM, HRB and will be enforceable against ACE*COMM HRB in accordance with its terms, except as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.

Authority; No Violation. (a) ACE*COMM MidSouth has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredRequisite MidSouth Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMMidSouth. The Board of Directors of ACE*COMM MidSouth has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of MidSouth and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMMidSouth’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM MidSouth Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite MidSouth Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe Board of Directors of MidSouth Bank and MidSouth as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MidSouth are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM MidSouth and (assuming due authorization, execution and delivery by i3Xxxxxxx Xxxxxxx) constitutes a valid and binding obligation of ACE*COMMMidSouth, enforceable against ACE*COMM MidSouth in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM TSYS has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMTSYS. The Board of Directors of ACE*COMM TSYS has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TSYS and its shareholders, has adopted and approved this Agreement advisable and the transactions contemplated hereby (including the Merger), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMTSYS’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the holders affirmative vote of a majority of all the outstanding votes entitled to be cast on this Agreement by all shares of ACE*COMM TSYS Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or by proxy“Requisite TSYS Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) TSYS are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM TSYS and (assuming due authorization, execution and delivery by i3Global Payments) constitutes a valid and binding obligation of ACE*COMMTSYS, enforceable against ACE*COMM TSYS in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM TMCS has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved authorized (including such authorization as may be required so that no state anti-takeover statute or similar statute or regulation, including, without limitation, Section 203 of the DGCL, is or becomes operative with respect to this Agreement or the transactions contemplated hereby) and this Agreement has been duly and validly adopted, by the Board of Directors of ACE*COMMTMCS. The Board of Directors of ACE*COMM TMCS has declared the ACE*COMM Issuance and directed that an information statement describing this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted mailed to ACE*COMM’s stockholders for approval at a special meeting of such TMCS's stockholders and, except for (i) obtaining the approval requisite vote of such matters by the holders of TMCS Class A Common Stock and TMCS Class B Common Stock, voting together as a majority single class, for the adoption of this Agreement and the transactions contemplated hereby (it being understood that, pursuant to Section 9.4(b) hereof, Parent has agreed to cause to be voted in favor of the outstanding adoption of this Agreement the shares of ACE*COMM TMCS Class A Common Stock represented at it owns or the ACE*COMM Special Meeting in person or votes of which it controls, and that such number of shares is sufficient to obtain such stockholder approval) and (ii) the filing by proxyTMCS with the Delaware Secretary of State of a certificate of merger with respect to the TMCS Merger and the matters contemplated by Article I of this Agreement, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) TMCS are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM TMCS and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a valid and binding obligation of ACE*COMMTMCS, enforceable against ACE*COMM TMCS in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM Each Xxxx Seller, Xxxx A and Xxxx B has all requisite corporate full partnership power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on the Board part of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance each Xxxx Seller, Investor, Xxxx A and this Agreement advisable Xxxx B, and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate partnership proceedings on the part of ACE*COMM (except for matters related to setting the dateany Xxxx Seller, time, place and record date for the special meeting) Xxxx A or Xxxx B or any affiliate of any Xxxx Seller are necessary to approve execute and deliver this Agreement or the agreements contemplated hereby (the “Ancillary Agreements”) or to consummate the transactions contemplated hereby. The consent of the equityholders of the Investors is not required to execute and deliver this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereunder. This Agreement has been and all Ancillary Agreements at Closing will be duly and validly executed and delivered by ACE*COMM each Xxxx Seller, Xxxx A and Xxxx B and (assuming due authorization, execution and delivery by i3Buyers) constitutes a constitute valid and binding obligation obligations of ACE*COMMsuch Xxxx Seller, Xxxx A and Xxxx B, enforceable against ACE*COMM such Xxxx Seller, Xxxx A or Xxxx B in accordance with its terms, their respective terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, and (subject to approval of a majority of obtaining the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”Company Stockholder Approval) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by authorized (including such authorization and corporate actions as may be required so that no state interested director or anti-takeover statutes or similar statute or regulation, including, without limitation, Sections 144 and 203 of the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and DGCL, respectively, is or becomes operative with Parent, its affiliates or transferees, this Agreement advisable or the transactions contemplated hereby). Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters this Agreement by the affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of ACE*COMM the Company Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy"COMPANY STOCKHOLDER APPROVAL"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. The Company's Board of Directors, by unanimous vote (i) has duly and validly adopted this Agreement and the transactions contemplated hereby and declared this Agreement advisable, (ii) has directed that this Agreement and the Merger be submitted to the stockholders of the Company for approval at the Stockholder Meeting; and (iii) subject to Section 7.4, recommends that stockholders of the Company approve this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3the other Parties) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM has Subject to the approval of this Agreement and the transactions contemplated hereby by all requisite applicable regulatory authorities and by the stockholders of MSB, and except as set forth in Section 3.3 of the MSB Disclosure Schedule, MSB and Bank have the full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and and, except as set forth in Section 3.3 of the MSB Disclosure Schedule, the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority all of the outstanding shares directors of ACE*COMM Common Stock represented at MSB and Bank in accordance with their respective Certificates of Incorporation and applicable laws and regulations. Except for such approvals, and except as set forth in Section 3.3 of the ACE*COMM Special Meeting in person or by proxyMSB Disclosure Schedule, no other corporate proceedings not otherwise contemplated hereby on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MSB or Bank are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by ACE*COMM MSB and (assuming due authorizationBank, execution and delivery by i3) constitutes a the valid and binding obligation of ACE*COMMeach of MSB and Bank, enforceable against ACE*COMM MSB and Bank in accordance with its terms, except as to the extent that enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or the rights of creditors of federally-chartered savings banks or their holding companies, (ii) general equitable principles, and (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to the effect or availability of equitable remedies generally.or injunctive relief..

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of ACE*COMMCompany. The Prior to the entry into this Agreement, the Board of Directors of ACE*COMM Company has declared the ACE*COMM Issuance and unanimously determined (i) that this Agreement advisable and the Merger are fair to and in the best interests of Company and its shareholders, (ii) resolved to recommend that Company’s shareholders adopt or approve this Agreement and the Merger (the “Company Recommendation”), (iii) approved this Agreement and the Merger and (iv) directed that the ACE*COMM Issuance and this Agreement and the Merger be submitted to ACE*COMMCompany’s stockholders shareholders for adoption or approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the adoption or approval of such matters this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding shares of ACE*COMM Common Stock represented at votes which all Company shareholders are entitled to cast on the ACE*COMM Special Meeting in person or by proxymatter (the “Requisite Company Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM MidConn Bank has all requisite full corporate power and authority to execute and deliver this Agreement, the Articles of Combination and the Option Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Articles of Combination and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMMidConn Bank. The Board of Directors of ACE*COMM MidConn Bank has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders MidConn Bank's shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement, including the Articles of Combination, by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyMidConn Bank's shareholders, no other corporate proceedings on the part of ACE*COMM MidConn Bank (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Articles of Combination and the Option Agreement, upon execution and delivery by MidConn Bank, will be duly and validly executed and delivered by ACE*COMM MidConn Bank and (assuming due authorization, execution and delivery by i3EFC and Eagle Bank of this Agreement and by EFC of the Option Agreement) constitutes a will constitute valid and binding obligation obligations of ACE*COMMMidConn Bank, enforceable against ACE*COMM MidConn Bank in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (a) ACE*COMM Company has all requisite full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of ACE*COMM. The Board Company, the board of Directors directors of ACE*COMM Company has declared the ACE*COMM Issuance and determined that this Agreement advisable and directed the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Company and its shareholders and, subject to Section 6.8, has adopted a resolution recommending that the ACE*COMM Issuance and this Agreement be submitted approved by Company’s shareholders, and all necessary corporate action in respect thereof on the part of Company has been taken, subject to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters this Agreement and the transactions contemplated herein (including the Merger) by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby“Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming Company. Assuming due authorization, execution and delivery by i3) Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of ACE*COMMCompany, enforceable against ACE*COMM Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity equity, regardless of whether applied considered in a court of proceeding in equity or at law or a court of equity and by bankruptcy(collectively, insolvency and similar laws affecting creditors’ rights and remedies generally“Remedies Exceptions”).

Authority; No Violation. (a) ACE*COMM Parent has all requisite full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly duly, validly and validly approved unanimously adopted by the Board board of Directors directors of ACE*COMM. The Board Parent, the board of Directors directors of ACE*COMM Parent has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted resolved to ACE*COMMrecommend to Parent’s stockholders for approval at a special meeting of such stockholders and, except for shareholders the approval of such matters this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of Parent has been taken, subject to the approval by the affirmative vote of two-thirds of the votes entitled to be cast by the holders of a majority shares of Parent Common Stock (the “Parent Shareholder Approval”), and, with respect to the Name Change, the approval by the affirmative vote of two-thirds of the outstanding votes entitled to be cast by the holders of shares of ACE*COMM Parent Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyStock. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming Parent. Assuming due authorization, execution and delivery by i3) Company, this Agreement constitutes a valid and binding obligation of ACE*COMMParent, enforceable against ACE*COMM Parent in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity equity, regardless of whether applied considered in a court of law proceeding in equity or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyat law.

Authority; No Violation. (a) ACE*COMM CBI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of ACE*COMMCBI. The Board of Directors of ACE*COMM CBI has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of CBI and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCBI’s stockholders shareholders for approval (with the CBI Board of Directors’ recommendation in favor of approval) at a special meeting of such stockholders and, except the shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM CBI Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite CBI Vote”), and the adoption and approval of the Bank Merger Agreement by proxyCBI as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CBI are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CBI and (assuming due authorization, execution and delivery by i3SYBT) constitutes a valid and binding obligation of ACE*COMMCBI, enforceable against ACE*COMM CBI in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)).

Authority; No Violation. (a) ACE*COMM Village has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMVillage. The Board of Directors of ACE*COMM Village has declared the ACE*COMM Issuance and this Agreement advisable and directed that this Agreement, the ACE*COMM Issuance Merger and this Agreement the other transactions contemplated hereby be submitted to ACE*COMM’s stockholders Village's shareholders for approval at a special meeting of such stockholders the Special Meeting and, except for the approval of such matters this Agreement, the Merger and the other transactions contemplated hereby by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyVillage's shareholders, no other corporate proceedings on the part of ACE*COMM Village (except for matters related to setting the date, time, place and record date for the special meetingSpecial Meeting) are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM Village and (assuming due authorization, execution and delivery by i3Xxxxxxx) constitutes a will constitute valid and binding obligation obligations of ACE*COMMVillage, enforceable against ACE*COMM Village in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.

Authority; No Violation. (ai) ACE*COMM Virata has all requisite full corporate ----------------------- power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMVirata. The Board of Directors of ACE*COMM Virata has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s Virata stockholders for approval at a special meeting of such Virata stockholders for the purpose of approving the Merger and this Agreement (the "Virata Stockholders Meeting"), and, except for --------------------------- the approval of such matters the Merger and of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Virata Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy"Virata Stockholder Approval"), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) --------------------------- Virata are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Virata and (assuming due authorization, execution and delivery by i3Globespan and Merger Sub) constitutes a valid and binding obligation of ACE*COMMVirata, enforceable against ACE*COMM Virata in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity.

Authority; No Violation. (a) ACE*COMM has Subject to the approval of this Agreement and the transactions contemplated hereby by all requisite applicable regulatory authorities and by the shareholders of JBI, and except as set forth in the JBI Disclosure Schedule, JBI and each of the Xxxxxxxxx Xxxxx have the full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board directors of Directors JBI and the Xxxxxxxxx Xxxxx in accordance with their respective Certificates of ACE*COMMIncorporation and Bylaws and applicable laws and regulations. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders Except for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyapprovals, no other corporate proceedings not otherwise contemplated hereby on the part of ACE*COMM (except for matters related to setting JBI or the date, time, place and record date for the special meeting) Xxxxxxxxx Xxxxx are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by ACE*COMM JBI and (assuming due authorizationeach of the Xxxxxxxxx Xxxxx, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMMeach of JBI and each of the Xxxxxxxxx Xxxxx, enforceable against ACE*COMM JBI and each of the Xxxxxxxxx Xxxxx in accordance with its terms, except as to the extent that enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or the rights of creditors of Pennsylvania or New Jersey state-chartered banks or their holding companies, (ii) general equitable principles, and (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to the effect or availability of equitable remedies generallyor injunctive relief.

Authority; No Violation. (a) ACE*COMM FNB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMFNB. The Board of Directors of ACE*COMM FNB has declared the ACE*COMM Issuance and determined that this Agreement advisable and the transactions contemplated hereby are in the best interests of FNB and its shareholders, and has directed that a proposal to issue shares of FNB Common Stock under this Agreement and the ACE*COMM Issuance and transactions contemplated by this Agreement be submitted to ACE*COMMFNB’s stockholders shareholders for approval and adoption at a special duly held meeting of such stockholders shareholders and, except for the approval of such matters proposal by the holders affirmative vote of a majority of the outstanding votes cast by all holders of shares of ACE*COMM FNB Common Stock represented at such meeting at which a quorum is present, and provided that the ACE*COMM Special Meeting in person or by proxytotal votes cast on the proposal represents over 50% of the shares of FNB Common Stock entitled to vote on the proposal, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) FNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (FNB and, assuming due authorization, execution and delivery by i3) Omega, constitutes a the valid and binding obligation of ACE*COMMFNB, enforceable against ACE*COMM FNB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies.

Authority; No Violation. (a) ACE*COMM Lycos has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated contem- plated hereby have been duly and validly approved authorized (including such authorization as may be required so that no state anti-takeover statute or similar statute or regulation, including, without limitation, Section 203 of the DGCL) by the Board of Directors of ACE*COMMLycos. The Board of Directors of ACE*COMM Lycos has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s Lycos's stockholders for approval adoption at a special meeting of such stockholders and, except for (i) the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Lycos Common Stock represented at and (ii) the ACE*COMM Special Meeting in person or filing by proxyLycos with the Delaware Secretary of State of a certificate of merger with respect to the Lycos Merger and the matters contemplated by Article I of this Agreement, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Lycos are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Lycos and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a valid and binding obligation of ACE*COMMLycos, enforceable against ACE*COMM Lycos in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM Each of the Oconee Parties has all requisite corporate full power and authority to execute and deliver this Agreement andAgreement, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Oconee Parties and the consummation completion by the Oconee Parties of the transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of ACE*COMM. The Board the Oconee Parties and by OFED as the sole stockholder of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders Oconee Federal, and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting any of the date, time, place and record date for the special meeting) are Oconee Parties is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorizationthe Oconee Parties and, execution and delivery by i3) subject to the receipt of Regulatory Approvals, constitutes a the valid and binding obligation obligations of ACE*COMMthe Oconee Parties, enforceable against ACE*COMM the Oconee Parties in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and remedies generallyas to Oconee Federal, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. No vote or consent of the holders of any class or series of capital stock of OFED or the members of Oconee MHC is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of OFED as the sole stockholder of Oconee Federal (which shall have occurred prior to the Second Merger Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Oconee Federal necessary to approve the Second Merger, any agreements entered into to effect the Second Merger or the other transactions contemplated hereby or thereby.

Authority; No Violation. (a) ACE*COMM Hibernia has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMHibernia. The Board of Directors of ACE*COMM Hibernia has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Hibernia and its stockholders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMHibernia’s stockholders for approval and adoption at a special duly held meeting of such stockholders and, except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Hibernia Common Stock represented entitled to vote at the ACE*COMM Special Meeting in person or by proxysuch meeting, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Hibernia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Hibernia and (assuming due authorization, execution and delivery by i3Capital One) constitutes a the valid and binding obligation of ACE*COMMHibernia, enforceable against ACE*COMM Hibernia in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity).

Authority; No Violation. (ai) ACE*COMM LCNB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Board of Directors of ACE*COMMLCNB Board. The LCNB Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed determined that the ACE*COMM Issuance Parent Merger, on the terms and conditions set forth in this Agreement be submitted Agreement, is in the best interests of LCNB and its shareholders and has adopted a resolution to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except the foregoing effect. Except for the approval of such matters by this Agreement, the holders of a majority transactions contemplated herein, and the adoption and approval of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or Subsidiary Bank Merger Agreement by proxyLCNB, as LCNB Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) LCNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM LCNB and (assuming due authorization, execution and delivery by i3LCNB) constitutes a valid and binding obligation of ACE*COMMLCNB, enforceable against ACE*COMM LCNB in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization). The LCNB Common Shares to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of LCNB will have any preemptive right or similar laws affecting creditors’ rights and remedies generally.in respect thereof. 44

Authority; No Violation. (a) ACE*COMM The Company has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyMerger. The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated hereby Company have been duly and validly approved adopted by the Company Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for (i) the approval of such matters by Written Consent and (ii) the holders of a majority filing of the outstanding shares Certificate of ACE*COMM Common Stock represented at Merger with the ACE*COMM Special Meeting in person or by proxySecretary of State of the State of Delaware, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve authorize the execution and delivery of this Agreement or for the Company to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The holders of Company Capital Stock are authorized to act by the Written Consent and the Written Consent is the only vote or consent of the holders of any of the Company Capital Stock necessary to adopt this Agreement and to approve the Merger and the other Transactions contemplated by this Agreement. There are no Contracts to which the Company or any Company Subsidiary is a party defining or governing the rights of the holders of any Company Capital Stock or any of its other equity holders in their capacities as such, and there are no Contracts between or among the Company or any Company Subsidiary and the holders of Company Capital Stock defining or governing the rights of the Company Capital Stock, as applicable. The Company Board has (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of the Company’s stockholders, and (ii) recommend that the Company’s stockholders that they adopt this Agreement. This Agreement has been duly and validly executed and delivered by ACE*COMM and (the Company and, assuming due authorization, execution and delivery by i3) this Agreement constitutes a the valid and binding obligation agreement of ACE*COMMParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (B) is subject to general principles of equity (regardless of whether applied enforceability is considered in a court of law proceeding at Law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.in equity)

Authority; No Violation. (a) ACE*COMM Each of Catskill and its Subsidiaries has all requisite full corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMCatskill. The Board of Directors of ACE*COMM Catskill has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders Catskill's shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCatskill's shareholders, no other corporate proceedings on the part of ACE*COMM Catskill (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM Catskill and (assuming due authorization, execution and delivery by i3Xxxx of this Agreement and by Xxxx of the Option Agreement) constitutes a will constitute valid and binding obligation obligations of ACE*COMMCatskill, enforceable against ACE*COMM Catskill in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally.