Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates Merger Consideration. The Company shall have been converted the right to review both the letter of transmittal and any dividends or distributions pursuant the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 2.2(b). Upon 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such a properly executed letter of transmittaltransmittal or Election Form, duly executedas the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock to which such holder of i3 Company Common Stock shall have become became entitled to receive pursuant to the provisions of Article I hereof (with such legends as may be required), and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)I, and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares and or the unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Parent Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Parent Common Stock or cash or both, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by multiplying (i) the average of the closing sale prices of Parent Common Stock on the NASDAQ Stock Market as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time shall occur by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six 12 months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, the cash in lieu of fractional shares and and/or the unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each share of i3 Company Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3, Merger Subthe Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than ten business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent), an Exchange Certificate (as defined below) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration with respect to the number of shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 HCI Common Stock represented by such Certificates. The Exchange Agent shall obtain an express representation (the "Exchange Certificate") from each holder of a Certificate or Certificates shall have been converted that the respective Certificates are delivered to the Exchange Agent free and any dividends clear of all liens and that no liens or distributions pursuant security interests exist which continue to Section 2.2(b)encumber the Certificates upon surrender of the Certificates to the Exchange Agent. A form of the Exchange Certificate is attached as Exhibit B. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, and a completed and signed Exchange Certificate, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that the Merger Consideration with respect to the number of whole shares of ACE*COMM HCI Common Stock to which represented by such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledCertificates. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of CertificatesMerger Consideration. (b) No dividends or other distributions declared after the Effective Time with respect If any cash is to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends person or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in entity having a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof payment of such cash that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange cash shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance payment of cash to a certificate representing shares of ACE*COMM Common Stock in any person or entity having a name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (dc) After All Merger Consideration paid upon the close surrender of business on Certificates in accordance with the day immediately prior terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of HCI Common Stock theretofore represented by such Certificates (subject, however, to the obligation to pay a $2.50 per share distribution that has been or will be effected by HCI and payable in the form of cash, cancellation of indebtedness (including interest thereon) or issuance of indebtedness). At or after the Effective Time, there shall be no transfers on the stock transfer books of i3 HCI of the shares of i3 HCI Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock Merger Consideration as provided in this Article II. (ed) Any portion of the Exchange Cash Fund that remains unclaimed by the stockholders of i3 HCI for six twelve months after the Effective Time may shall be returned paid to ACE*COMMALC. Any stockholders of i3 HCI who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM ALC for payment of their the Merger Consideration with respect to such stockholders' shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM HCI Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of ACE*COMMALC, i3Newco, Merger SubHCI, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 HCI Common Stock for any amount properly delivered to a any public official pursuant to applicable abandoned property, escheat or similar laws. (fe) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMALC, the posting by such person of a bond in such amount as ACE*COMM ALC may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement. (f) ALC or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of HCI Common Stock such amounts as ALC or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by ALC or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares in respect of which such deduction and withholding was made.

Exchange of Shares. (a) As soon as practicable after Each holder of shares of Company Common Stock that have been converted into a right to receive the Effective TimeMerger Consideration, upon surrender to the Exchange Agent shall mail to each holder of record of a Certificate or Certificates Certificate, together with a form properly completed letter of transmittal transmittal, will be entitled to receive (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentA) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the one or more shares of ACE*COMM Parent Common Stock representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.6 and (B) a check in the amount equal to the Cash Consideration, if any, that such holder has the right to receive pursuant to Section 1.6 and this Article II, including cash payable in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted pursuant to Section 2.2(e) and any dividends or and other distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will shall be paid or accrued on the any Merger Consideration, cash in lieu of fractional shares and or on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such (i) the amount of dividends or other distributionsdistributions with a record date after the Effective Time theretofore paid, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Parent Common Stock represented by such Certificate. No holder , and (ii) at the appropriate payment date, the amount of an unsurrendered Certificate shall be entitleddividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender, until the surrender with respect to shares of Parent Common Stock represented by such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Parent Common Stock is to be issued in in, or any cash is paid to, a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of to the issuance or payment thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the payment or issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock the Merger Consideration as provided in this Article II. (e) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrips representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Closing Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.6. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 for six months after the Company as of the first anniversary of the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders former shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM Common Stock deliverable payable in accordance with Section 2.2(b) in respect of each share of i3 Company Common Stock Stock, as the case may be, such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3Parent, Merger Sub, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement. (h) To the extent that any shares of Company Common Stock are in book-entry form, references in this Agreement to Certificates or certificated shares shall be deemed to also refer to such book entry shares.

Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent Target shall mail send or cause to be sent to each holder of record Outstanding Target Shares as of a Certificate or Certificates the Record Date a form of letter of transmittal (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentTransmittal”) and instructions for use in effecting exchanging Old Certificates for cash and certificates representing Purchaser Common Stock which shall be deposited with the Exchange Agent by Purchaser as of the Effective Time. The Letter of Transmittal shall be mailed within ten (10) business days following the date of the Shareholders’ Meeting. The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates and the Certificates in exchange distribution of the Cash Consideration and certificates evidencing the Stock Consideration, which shall be deposited with the Exchange Agent by Purchaser as of the Effective Time. If any certificates for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Purchaser Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is are to be issued in a name other than that in for which the an Old Certificate surrendered in exchange therefor or exchanged is registeredissued, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, transfer and that the person requesting such exchange shall pay affix any requisite stock transfer tax stamps to the Exchange Agent in advance any transfer Old Certificate surrendered or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, provide funds for their purchase or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is taxes are not payable. . Unless and until Old Certificates or evidence that such certificates have been lost, stolen or destroyed (d) After the close of business on the day immediately prior to the Effective Time, there accompanied by such security or indemnity as shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares requested by Purchaser) are presented for transfer to the Exchange Agent, they the holder thereof shall not be canceled and exchanged for certificates representing shares of ACE*COMM entitled to receive the consideration to be paid in exchange therefor pursuant to the Company Merger or any dividends payable on any Purchaser Common Stock to which he or she is entitled or to exercise any rights as a shareholder of Purchaser Common Stock, except as provided in this Article II. (e) Any portion of Section 3.5 below. Subject to applicable Law and to the Exchange Fund extent that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have same has not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered yet been paid to a public official pursuant to applicable abandoned property Laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the consideration to which he or she is entitled. All such property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact if held by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of one (1) year from the Effective Time, shall at such losttime be paid or redelivered by the Exchange Agent to Purchaser, stolen or destroyed and after such time any holder of an Old Certificate who has not surrendered such certificate shall, subject to applicable Laws and to the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions extent that the same has not yet been paid to a public official pursuant to Section 2.2(b)applicable abandoned property Laws, look as a general creditor only to Purchaser for payment or delivery of such property. In no event will any holder of Target Common Stock exchanged in the Company Merger be entitled to receive any interest on any amounts held by the Exchange Agent or Purchaser.

Exchange of Shares. (a) As soon promptly as practicable after the Constellation-Polaris Merger Effective Time, New Polaris shall cause the Exchange Agent shall to mail or otherwise provide to each holder of record of a Certificate one or more Old Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the shares applicable New Certificates, and, solely in the case of ACE*COMM Common StockSirius Shares or Constellation Shares, the any cash in lieu of fractional shares into which the shares of i3 Common Stock Polaris Shares, Sirius Shares or Constellation Shares, as applicable, represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or other distributions to be paid pursuant to Section 2.2(b3.03(b). Upon From and after the Constellation-Polaris Merger Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, executed (or upon proper delivery of an “agent’s message” with respect to book-entry shares) the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares New Polaris Common Shares or the applicable series of ACE*COMM Common Stock New Polaris Preferred Stock, as applicable, to which such holder of i3 Common Stock shall have become be entitled pursuant to the provisions of Article I hereof (with such legends as may be required)II, (yii) a check representing the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, III and (ziii) any dividends or other distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)3.03, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration or the Preferred Merger Consideration, as applicable, or any cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Old Certificates. Until surrendered as contemplated by this Section 3.03, each Old Certificate shall be deemed at any time after the Applicable Effective Time to represent only the right to receive, upon surrender, the Merger Consideration or the Preferred Merger Consideration, as applicable, and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 3.03. (b) No dividends or other distributions authorized and declared after the Effective Time with respect to ACE*COMM New Polaris Common Shares or the applicable series of New Polaris Preferred Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article IIIII. After the surrender of a an Old Certificate in accordance with this Article IIIII, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore following the Applicable Effective Time had become payable with respect to shares of ACE*COMM (i) the whole New Polaris Common Stock Shares which the Polaris Shares, Sirius Shares or Constellation Shares, as applicable, represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until have been converted into the surrender of such Certificate, right to vote receive or (ii) the shares of ACE*COMM Common the applicable series of New Polaris Preferred Stock into which the shares of the applicable series of Sirius Preferred Stock or Constellation Preferred Stock, as applicable, represented by such i3 Common Stock shall Old Certificate have been convertedconverted into the right to receive. The surrender of an Old Certificate shall not impact a holder’s right, to the extent applicable, to receive any declared but unpaid dividends on the Polaris Shares, Sirius Shares or Constellation Shares, as applicable, represented by such Old Certificate. (c) If any certificate New Certificate representing New Polaris Common Shares or shares of ACE*COMM Common the applicable series of New Polaris Preferred Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing New Polaris Common Shares or shares of ACE*COMM Common the applicable series of New Polaris Preferred Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Applicable Effective Time, there shall be no transfers on the stock transfer books of i3 Polaris, Sirius, Constellation or New Sirius of the Polaris Shares, Sirius Shares, Constellation Shares, New Sirius Shares, shares of i3 Common Sirius Preferred Stock which and shares of Constellation Preferred Stock, as applicable, that were issued and outstanding immediately prior to the Applicable Effective Time. If, after the Applicable Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares the Redomestication Merger Consideration, the Merger Consideration or the Preferred Merger Consideration, as applicable, cash in lieu of ACE*COMM fractional New Polaris Common Stock Shares (if applicable) and dividends or other distributions that the holder presenting such Old Certificates is entitled to, as provided in this Article IIIII. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional New Polaris Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or other distribution with respect to New Polaris Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of New Polaris. In lieu of the issuance of any such fractional share, New Polaris shall pay to each former stockholder of Sirius or Constellation, as applicable, who otherwise would be entitled to receive such fractional New Polaris Common Share at the Applicable Effective Time an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume weighted average price of Polaris Common Stock on the New York Stock Exchange (the “NYSE”) for the five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction (rounded to the nearest thousandth when expressed in decimal form) of a New Polaris Common Share which such holder would otherwise be entitled to receive pursuant to Section 2.05, Section 2.10 or Section 2.11, as applicable. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months Sirius or Constellation one (1) year after the Applicable Effective Time may shall be returned paid to ACE*COMMNew Polaris. Any former stockholders of i3 Polaris, Sirius or Constellation who have not complied with theretofore exchanged their Old Certificates pursuant to this Article II prior to such return III shall thereafter look only to ACE*COMM New Polaris for payment of their shares of ACE*COMM Common Stockthe Redomestication Merger Consideration, the Merger Consideration or the Preferred Merger Consideration, as applicable, cash in lieu of any fractional shares New Polaris Common Shares (if applicable) and any unpaid dividends and other distributions on ACE*COMM the New Polaris Common Stock Shares deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMPolaris, i3Sirius, Merger Constellation, New Polaris, New Sirius, Sirius LP, Sirius Sub. New Sirius Sub, the Exchange Agent or any other person shall be liable to any former holder stockholder of shares of i3 Common Stock Polaris, Sirius or Constellation, as applicable, for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fg) Each of the parties and each of their Subsidiaries shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any dividends or other distributions payable pursuant to this Section 3.03 or any consideration or amounts otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which the deduction and withholding was made. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMNew Polaris, the posting by such person of a bond in such amount as ACE*COMM New Polaris may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM Common StockRedomestication Merger Consideration, the Merger Consideration or the Preferred Merger Consideration, as applicable, and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as practicable after exchange agent in the Merger (the “Exchange Agent”). At the First Effective Time, Parent shall deposit with the Exchange Agent shall mail to each holder certificates or evidence of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates book-entry shares representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Parent Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions Parent Convertible Preferred Stock issuable pursuant to Section 2.2(b1.6(a). Upon surrender of a Certificate for exchange The Parent Common Stock and cancellation to Parent Convertible Preferred Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such letter of transmittalshares, duly executedare referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the record date for the CVR, the holder of such Certificate Exchange Agent shall be entitled to receive issue book-entry shares representing the Merger Consideration (in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock to which such and Parent Convertible Preferred Stock) that each holder of i3 Company Common Stock shall have become entitled has the right to receive pursuant to the provisions of Article I hereof (with such legends as may be required), (ySection 1.6(a) a check representing the amount of cash in lieu of fractional shares, if any, which and each Company Stock Certificate or Book-Entry Share formerly held by each such holder has shall be deemed, from and after the First Effective Time, to represent only the right to receive in respect book-entry shares of Parent Common Stock and Parent Convertible Preferred Stock representing the Certificate surrendered pursuant to Merger Consideration and, following issuance of book-entry shares representing the provisions of this Article IIMerger Consideration, shall be canceled. The Merger Consideration and (z) any dividends or other distributions as are payable pursuant to Section 2.2(b), and the Certificate so surrendered 1.8(d) shall forthwith be canceled. No interest will be paid deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of CertificatesBook-Entry Shares. (bc) No dividends or other distributions declared after the Effective Time or made with respect to ACE*COMM Parent Common Stock and payable to or Parent Convertible Preferred Stock with a record date on or after the holders of record thereof First Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock and/or Parent Convertible Preferred Stock that such holder has the right to receive in the Merger until the such holder surrenders such Company Stock Certificate or transfers such Book-Entry Shares or provides an affidavit of loss or destruction in lieu thereof shall surrender such Certificate in accordance with this Article II. After Section 1.8 (at which time (or, if later, on the surrender applicable payment date) such holder shall be entitled, subject to the effect of a Certificate applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest); provided, however, that in accordance with this Article II, no event shall holders of Company Capital Stock receiving the record holder thereof shall Merger Consideration be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableCVR. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by holders of shares of Company Capital Stock as of the stockholders of i3 for six months date that is one year after the Effective Time may Closing Date shall be returned delivered to ACE*COMM. Any stockholders Parent upon demand, and any holders of i3 Company Stock Certificates or Book-Entry Shares who have not complied theretofore surrendered their Company Stock Certificates or transferred their Book-Entry Shares in accordance with this Article II prior to such return Section 1.8 shall thereafter look only to ACE*COMM Parent as general creditors for payment satisfaction of their claims for Parent Common Stock and Parent Convertible Preferred Stock and any dividends or distributions with respect to shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Parent Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person and Parent Convertible Preferred Stock. (e) No Party shall be liable to any former holder of any shares of i3 Company Capital Stock or to any other Person with respect to any shares of Parent Common Stock or Parent Convertible Preferred Stock (or dividends or distributions with respect thereto) or for any amount properly cash amounts delivered to a any public official pursuant to any applicable abandoned propertyproperty Law, escheat Law or similar laws. Law. Any portion of the Exchange Fund that remains unclaimed by holders of shares of Company Capital Stock as of the date that is two years after the Closing Date (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect immediately prior to such Certificate, earlier date on which the related Exchange Agent will issue in exchange for such lost, stolen Funds (and all dividends or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable other distributions in respect thereof thereof) would otherwise escheat to or become the property of any Governmental Body) shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of all claims or interest of any dividends or distributions pursuant to Section 2.2(b)Person previously entitled thereto.

Exchange of Shares. All of the outstanding shares of common stock (athe ordinary shares hereinafter called the "Life Shares") As soon as practicable after owned by the Effective Time, the Exchange Agent shall mail to each holder Stockholders of record Life constituting an approximate total of a Certificate or Certificates a form letter of transmittal fifteen (which shall specify that delivery 15) million shares shall be effected, and risk exchanged solely for an approximate total of loss and title to the Certificates shall pass, only upon delivery fifteen (15) million shares of the Certificates to common stock of Health-Pak (the Exchange Agent"Shares") and instructions for use in effecting the surrender Life shall thereafter operate as a wholly owned subsidiary of the Certificates in exchange for certificates representing Company. All of the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the thereby exchanged shall be duly authorized and non-assessable shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted common stock of each corporation, free and any dividends or distributions clear of all liens and encumbrances. The exchange transaction is intended to be a tax free exchange pursuant to Section 2.2(b368(a)(1)(B) of the Internal Revenue Code. All of the outstanding shares of the class A preferred class stock owned by the Stockholders of Life constituting an approximate total of sixteen (16) million shares shall be exchanged solely for an approximate total of sixteen (16) million shares of the class A preferred class stock of Health-Pak. The shares intended to be issued to the Stockholders by Health-Pak are to be deemed "restricted securities" as defined by Rule 144 promulgated under the Securities Act of 1933, as amended, (the "Act"). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executedFurthermore, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing Parties confirm and acknowledge that number of whole as restricted shares the Health-Pak shares of ACE*COMM Common Stock common stock to which be exchanged hereunder will be subject to restrictions against the further sale or transfer thereof unless subsequently registered under the Act or an exemption from such holder registration becomes available, such as is provided by Rule 144. There is no present intent to register the shares to be issued. However, in the event the Company elects to file a registration statement with the Securities and Exchange Commission and/or any state securities commission in connection with a public offering of i3 Common Stock its securities and further seeks to register any then issued and outstanding shares, Life Shareholders shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect request registration of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), their shares and the Certificate so surrendered Company shall forthwith be canceled. No interest will be paid or accrued on prepare and file with the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable appropriate regulatory agency all documents necessary to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender facilitate registration of such Certificate, shares. The Company shall notify the Life Shareholders of its intent to vote the file a registration statement regarding issued and outstanding shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately at least sixty days prior to the Effective Time, there anticipated date of filing. Life Shareholders shall be no transfers on have twenty days from their respective receipt of such notice from the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior Company to provide written notice to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment Company of their respective request(s) to have their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsregistered. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Buyer Common Stock, Stock and the cash in lieu of fractional shares into which the shares of i3 Company Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Buyer Common Stock to which such holder of i3 Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), and (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Buyer Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Buyer Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Buyer Common Stock into which such i3 his Company Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Buyer Common Stock as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Buyer. In lieu of the issuance of any such fractional share, Buyer shall pay to each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Buyer Common Stock an amount in cash determined by multiplying (i) the average of the closing sale prices of Buyer Common Stock on the New York Stock Exchange (the "NYSE") as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time shall occur by (ii) the fraction of a share of Buyer Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 the Company for six months after the Effective Time may shall be returned paid to ACE*COMMBuyer. Any stockholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Buyer for payment of their shares of ACE*COMM Buyer Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM the Buyer Common Stock deliverable in respect of each share of i3 Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMBuyer, i3, Merger Subthe Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMBuyer, the posting by such person of a bond in such amount as ACE*COMM Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Buyer Common Stock, Stock and cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) days thereafter, Capital One shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of Discover Common Stock or Discover Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time or the Second Effective Time, as applicable, into the right to receive Capital One Common Stock or New Capital One Preferred Stock, as applicable, pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates New Certificates representing the number of whole shares of ACE*COMM Capital One Common Stock, the Stock and any cash in lieu of fractional shares into or shares of New Capital One Preferred Stock, as applicable, which the shares of i3 Discover Common Stock or Discover Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) (A) a certificate New Certificate representing that number of whole shares of ACE*COMM Capital One Common Stock to which such holder of i3 Discover Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yB) a check representing the amount of (x) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, II and (zy) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of New Capital One Preferred Stock to which such holder of Discover Preferred Stock shall have become entitled pursuant to the provisions of Article I, and (B) a check representing the amount of any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid or dividends and distributions, if any, or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time or the Second Effective Time, as applicable, to represent only the right to receive, upon surrender, the number of whole shares of Capital One Common Stock or shares of New Capital One Preferred Stock which the shares of Discover Common Stock or Discover Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Capital One Common Stock and payable to the holders of record thereof or New Capital One Preferred Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of a an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Capital One Common Stock or shares of New Capital One Preferred Stock that the shares of Discover Common Stock or Discover Preferred Stock, as applicable, represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate New Certificate representing shares of ACE*COMM Capital One Common Stock or New Capital One Preferred Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM Capital One Common Stock or New Capital One Preferred Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on Effective Time or the day immediately prior to the Second Effective Time, as applicable, there shall be no transfers on the stock transfer books of i3 Discover of the shares of i3 Discover Common Stock which or Discover Preferred Stock that were issued and outstanding immediately prior to the Effective Timethereto. If, after the Effective Time or Second Effective Time, as applicable, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates New Certificates representing shares of ACE*COMM Capital One Common Stock or New Capital One Preferred Stock, as applicable, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Capital One Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Capital One Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Capital One. In lieu of the issuance of any such fractional share, Capital One shall pay to each former holder of Discover Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing sale prices of Capital One Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Discover Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) of Capital One Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Discover for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Entity. Any stockholders former holders of i3 Discover Common Stock or Discover Preferred Stock who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Entity for payment of their the shares of ACE*COMM Capital One Common Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the Capital One Common Stock deliverable in respect of each former share of i3 Discover Common Stock such stockholder holder holds as determined pursuant to this Agreement, or the shares of New Capital One Preferred Stock and any unpaid dividends and distributions on the New Capital One Preferred Stock deliverable in respect of each former share of Discover Preferred Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMCapital One, i3Discover, Merger Subthe Surviving Entity, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Discover Common Stock or Discover Preferred Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) Capital One shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of Capital One Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other amounts otherwise payable pursuant to this Agreement to any holder of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Capital One or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards in respect of which the deduction and withholding was made by Capital One or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMCapital One or the Exchange Agent, the posting by such person of a bond in such amount as ACE*COMM Capital One or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM Capital One Common Stock, Stock and any cash in lieu of fractional shares, or the shares of New Capital One Preferred Stock, as applicable, deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, SVB Financial shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of Boston Private Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of ACE*COMM SVB Financial Common Stock, the any cash in lieu of fractional shares into and the cash portion of the Merger Consideration which the shares of i3 Boston Private Common Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of ACE*COMM SVB Financial Common Stock to which such holder of i3 Boston Private Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) the cash in lieu portion of fractional shares, if any, the Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (zC) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration or any cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time (if any) with respect to ACE*COMM SVB Financial Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of a an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM SVB Financial Common Stock which the shares of Boston Private Common Stock represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate New Certificate representing shares of ACE*COMM SVB Financial Common Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM SVB Financial Common Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Boston Private of the shares of i3 Boston Private Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing the Merger Consideration, cash in lieu of fractional shares of ACE*COMM Common Stock and dividends or distributions that the holder presenting such Old Certificates is entitled to, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of SVB Financial Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to SVB Financial Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of SVB Financial. In lieu of the issuance of any such fractional share, SVB Financial shall pay to each former shareholder of Boston Private who otherwise would be entitled to receive such fractional share an amount in cash (rounded up to the nearest whole cent) determined by multiplying (i) the average of the closing-sale prices of SVB Financial Common Stock on the NASDAQ Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) full trading days ending on the day preceding the Closing Date (the “SVB Financial Share Closing Price”) by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of SVB Financial Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 Boston Private for six months one (1) year after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former shareholders of i3 Boston Private who have not complied with theretofore exchanged their Old Certificates pursuant to this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the SVB Financial Common Stock deliverable in respect of each former share of i3 Boston Private Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMSVB Financial, i3Boston Private, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Boston Private Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. SVB Financial and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of Boston Private to establish the identity of those entitled to receive shares of SVB Financial Common Stock or any other amounts issuable or payable in accordance with this Agreement, which books and records shall be conclusive with respect thereto. (fg) SVB Financial shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the cash portion of the Merger Consideration, any cash in lieu of fractional shares of SVB Financial Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Boston Private Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by SVB Financial or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Boston Private Common Stock in respect of which the deduction and withholding was made by SVB Financial or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMSVB Financial, the posting by such person of a bond in such amount as ACE*COMM SVB Financial may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM Common Stock, Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent shall mail to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a Certificate or Certificates a form letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and ), including instructions for use in effecting the surrender of Certificates to the Certificates Exchange Agent in exchange for certificates representing the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of ACE*COMM Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant Parent agrees to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a Certificate, together with such a properly completed letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the holder of such Certificate shall Exchange Agent, will be entitled to receive in exchange therefor (xi) one or more duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate representing that is requested) representing, in the aggregate, the whole number of whole shares of ACE*COMM Parent Common Stock to which that such holder of i3 Common Stock shall have become entitled pursuant has the right to the provisions of Article I hereof (with such legends as may be required)receive, (yii) a check representing drawn by the Exchange Agent or a bank cashier’s check in the amount of cash in lieu of fractional shares, if any, which that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article ARTICLE II, including the cash portion of the Merger Consideration and (z) any dividends or and other distributions payable pursuant to Section 2.2(b2.14(f), and . The Merger Consideration shall be paid as promptly as practicable after receipt by the Exchange Agent of the Certificate so surrendered shall forthwith be canceledand letter of transmittal in accordance with the foregoing. No interest will shall be paid or accrued on the cash in lieu of fractional shares and any Merger Consideration or on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. (b) No dividends or other distributions declared . Until so surrendered, each such Certificate shall, after the Effective Time with respect to ACE*COMM Common Stock and payable to Time, represent for all purposes only the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled right to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedMerger Consideration. (c) If any certificate representing shares portion of ACE*COMM Common Stock the Merger Consideration is to be issued registered in the name of or paid to a name Person other than that the Person in which whose name the applicable surrendered Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the surrendered Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer, transfer and that the person Person requesting such exchange delivery of the Merger Consideration shall pay to the Exchange Agent in advance any required transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, similar Taxes or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no further registration of transfers on the stock transfer books of i3 of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange AgentAgent or Parent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock as the consideration provided for, and in accordance with the procedures set forth, in this Article ARTICLE II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders holders of i3 for six months shares of Company Common Stock one (1) year after the Effective Time may shall be returned to ACE*COMM. Any stockholders Parent, upon demand, and any such holder who has not exchanged his or her shares of i3 who have not complied Company Common Stock for the Merger Consideration in accordance with this Article II Section 2.14 prior to such return that time shall thereafter look only to ACE*COMM Parent for payment delivery of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable the Merger Consideration in respect of each share such holder’s shares of i3 Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereonStock. Notwithstanding the foregoing, none of ACE*COMM, i3Parent, Merger Sub, Sub or the Exchange Agent or any other person Company shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly Merger Consideration delivered to a public official pursuant to applicable abandoned propertyproperty Laws. Any Merger Consideration remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, escheat to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or similar lawsinterest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.14. Following such surrender, subject to the effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of Parent Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately-preceding sentence as if issued and outstanding as of the Effective Time. (g) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates to the Exchange Agent for the Merger Consideration, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of such fractional share interests, Parent shall pay to each holder of a Certificate an amount in cash equal to the event product obtained by multiplying (i) the fractional share interest to which such holder (after taking into account all shares of Company Common Stock formerly represented by all Certificates surrendered by such holder) would otherwise be entitled by (ii) the Parent Common Stock Cash Value. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person Person of a bond bond, in such reasonable amount as ACE*COMM Parent may reasonably direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to be paid in respect of the shares of ACE*COMM Company Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)Stock represented by such Certificate as contemplated by this ARTICLE II.

Exchange of Shares. (a) Raritan and United hereby appoint The Bank of New York, or such other bank as United (with the consent of Raritan, which consent shall not be unreasonably withheld) shall designate, as the exchange agent (the "Exchange Agent") for purposes of effecting the conversion of Raritan Common Stock and Raritan Options. As soon as practicable after the Effective Time, but no later than five business days after the Effective Time, the Exchange Agent shall mail to each holder of record (a "Record Holder") of a Certificate Certificates or Certificates which, immediately prior to the Effective Time represented outstanding shares of Raritan Common Stock (the "Certificates"), a form mutually agreed upon letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) ), and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM United Common Stock, the Stock (and cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to shares) as provided in Section 2.2(b). 2.1 hereof. (b) Upon surrender of a Certificate Certificates for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate Record Holder shall be entitled to promptly receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock for such Certificates the consideration as provided in Section 2.1 hereof and the Certificates so surrendered shall be canceled. The Exchange Agent shall not be obligated to deliver or cause to be delivered to any Record Holder the consideration to which such holder Record Holder would otherwise be entitled until such Record Holder surrenders the Certificates for exchange or, in default thereof, an appropriate Affidavit of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends Loss and Indemnity Agreement and/or a bond as may be required), (y) a check representing reasonably required in each case by United. Notwithstanding the amount time of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect surrender of the Certificate surrendered pursuant to the provisions Certificates, Record Holders shall be deemed stockholders of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after United for all purposes from the Effective Time with respect to ACE*COMM Time, except that United shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for United Common Stock and payable to the holders of record thereof Stock. (Such Record Holder shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender receive such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributionswithheld dividends, without any interest thereoninterest, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until upon effecting the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedshare exchange.) (c) If any certificate representing After the Effective Time, there shall be no transfers on the stock transfer books of Raritan of the shares of ACE*COMM Raritan Common Stock which were outstanding immediately prior to the Effective Time and, if any Certificates representing such shares are presented for transfer, they shall be canceled and exchanged for the consideration as provided in Section 2.1 hereof. (d) If payment of the consideration pursuant to Section 2.1 hereof is to be issued made in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof such payment that the Certificate Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange payment shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of payment to a certificate representing shares of ACE*COMM Common Stock in any name person other than that of the registered holder of the Certificate Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (de) After With respect to each outstanding Raritan Option the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. IfExchange Agent shall, after the Effective Time, Certificates representing such shares are presented for transfer distribute to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares Optionee an amendment to the option grant evidencing the conversion of ACE*COMM the grant to an option to purchase United Common Stock as provided in this Article IIaccordance with Section 2.7 hereof. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than 5 Business Days thereafter, Buyer shall cause the Exchange Agent shall to mail to each holder of record of one or more CFC Stock Certificates representing shares of CFC Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the CFC Stock Certificates shall pass, only upon proper delivery of the CFC Stock Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the CFC Stock Certificates in exchange for certificates representing the number of whole shares of ACE*COMM Buyer Common Stock, the Stock and any cash in lieu of fractional shares into which that the shares of i3 CFC Common Stock represented by such CFC Stock Certificate or CFC Stock Certificates shall have been converted and into the right to receive pursuant to this Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon From and after the Effective Time, upon proper surrender of a CFC Stock Certificate or CFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such CFC Stock Certificate or CFC Stock Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate book-entry shares representing that number of whole shares of ACE*COMM Buyer Common Stock to which such holder of i3 CFC Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the CFC Stock Certificate or CFC Stock Certificates surrendered pursuant to the provisions of this Article II, II and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the CFC Stock Certificate or CFC Stock Certificates so surrendered shall forthwith be canceledcancelled. No interest will Until surrendered as contemplated by this Section 2.2, each CFC Stock Certificate shall be paid or accrued on deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 2.2(e), and unpaid any cash in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Buyer Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered un-surrendered CFC Stock Certificate until the holder thereof shall surrender has surrendered such CFC Stock Certificate in accordance with this Article II. After the surrender of a CFC Stock Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Buyer Common Stock that the shares of CFC Common Stock represented by such Certificate. No holder of an unsurrendered CFC Stock Certificate shall be entitled, until have been converted into (i) with a record date and a payment date on or after the surrender Effective Time and on or prior to the date of such Certificatesurrender, and (ii) at the appropriate payment date, with a record date on or after the Effective Time but prior to vote the shares date of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedsurrender and a payment date subsequent to the date of such surrender. (c) If any certificate Buyer Certificate representing shares of ACE*COMM Buyer Common Stock is to be issued in a name other than that in which the CFC Stock Certificate or CFC Stock Certificates surrendered in exchange therefor is or are registered, it shall be a condition of to the issuance thereof that the CFC Stock Certificate or CFC Stock Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar taxes required by reason of the issuance of a certificate Buyer Certificate representing shares of ACE*COMM Buyer Common Stock in any name other than that of the registered holder of the CFC Stock Certificate or CFC Stock Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 CFC of the shares of i3 CFC Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, CFC Stock Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares the Merger Consideration, cash in lieu of ACE*COMM Common fractional shares, and dividends or distributions that the holder presenting such CFC Stock Certificates is entitled to, as provided in this Article II. (e) Any portion Notwithstanding anything to the contrary contained herein, no Buyer Certificates or scrip representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of CFC Stock Certificates, no dividend or distribution with respect to Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a Stockholder of Buyer. In lieu of the Exchange Fund that remains unclaimed issuance of any such fractional share, Buyer shall pay to each former Stockholder of CFC who otherwise would be entitled to receive such fractional share an amount in cash (rounded up to the nearest cent), without any interest thereon, equal to the product of (i) the Buyer Closing Price multiplied by (ii) the stockholders fraction of i3 for six months after a share (rounded to the Effective Time may nearest thousandth when expressed in decimal form) of Buyer Common Stock which such holder would otherwise be returned entitled to ACE*COMM. receive pursuant to Section 1.4. (f) Any stockholders former holders of i3 CFC Common Stock who have not complied with exchanged their CFC Stock Certificates pursuant to this Article II prior to such return shall thereafter look only to ACE*COMM the Exchange Agent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of fractional shares shares, and any unpaid dividends and distributions on ACE*COMM the Buyer Common Stock deliverable in respect of each former share of i3 CFC Common Stock such stockholder Stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMBuyer, i3CFC, Merger Subthe Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of shares of i3 CFC Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat escheat, or similar laws. (fg) Buyer shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration, any cash in lieu of fractional shares of Buyer Common Stock, cash dividends or distributions payable pursuant to this Section 2.2, or any other cash amounts otherwise payable pursuant to this Agreement to any holder of CFC Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by Buyer or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of CFC Common Stock in respect of which the deduction and withholding was made by Buyer or the Exchange Agent, as the case may be. (h) In the event any CFC Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such CFC Stock Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, and the posting by such person Person of a bond in such amount as ACE*COMM may the Exchange Agent reasonably direct determines as indemnity against any claim that may be made against it with respect to such CFC Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed CFC Stock Certificate the shares of ACE*COMM Common StockMerger Consideration, any cash in lieu of fractional shares deliverable in respect thereof thereof, and any dividends or distributions that the holder presenting such CFC Stock Certificates is entitled to, each as provided pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon Prior to the Effective Time, Orion shall designate a bank or trust company reasonably acceptable to the Company to act as practicable Exchange Agent in connection with the Merger (the "Exchange Agent") pursuant to an exchange agency agreement providing for the matters set forth in this Section 3.02 and otherwise reasonably satisfactory to the Company. At the Effective Time, Orion will provide the Exchange Agent with the funds necessary to make the payments contemplated by Section 2.05 (the "Exchange Fund"). (b) Promptly after the Effective Time, the Exchange Agent shall mail to each holder record holder, as of record the Effective Time, of a Certificate an outstanding certificate or Certificates certificates which immediately prior to the Effective Time represented Shares (the "Certificates") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)payment therefor. Upon surrender of a Certificate for exchange and cancellation to the Exchange AgentAgent of a Certificate, together with such a duly executed letter of transmittal, duly executedtransmittal and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor (xas promptly as practicable) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash consideration set forth in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions2.05, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by and such Certificate. No holder of an unsurrendered Certificate shall forthwith be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) canceled. If any certificate representing shares of ACE*COMM Common Stock payment is to be issued in made to a name person other than that the person in which the whose name a Certificate so surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, transfer and that the person requesting such exchange payment shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of payment to a certificate representing shares of ACE*COMM Common Stock in any name person other than that of the registered holder of the Certificate surrendered, so surrendered or shall establish to the satisfaction of the Exchange Agent Surviving Corporation that such tax has been paid or is not payableapplicable. Until surrendered in accordance with the provisions of this Section 3.02, each Certificate (other than Certificates representing Shares held in the Company's treasury or by Orion or any wholly owned subsidiary of Orion and other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive for each Share represented thereby the consideration set forth in Section 2.05, without any interest thereon. (dc) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Surviving Corporation of the shares of i3 Common Stock Shares which were issued and outstanding immediately prior to the Effective TimeTime (other than Certificates representing Shares owned by Orion or any of its wholly owned subsidiaries). If, after the Effective Time, Certificates (other than Certificates representing such shares Shares owned by Orion or any of its wholly owned subsidiaries) are presented for transfer to the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock as the consideration provided for, and in accordance with the procedures set forth, in this Article IIIII. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares (other than Shares owned by Orion or any of its wholly owned subsidiaries) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the stockholders shareholders of i3 the Company for six months after the Effective Time may shall be returned repaid to ACE*COMMOrion. Any stockholders shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return III shall thereafter look only to ACE*COMM Orion for payment of their shares of ACE*COMM Common Stock, cash claim for the consideration set forth in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of Section 2.05 for each share of i3 Common Stock Share such stockholder holds as determined pursuant to this Agreement, in each caseshareholder holds, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In Notwithstanding anything to the event any Certificate contrary in this Section 3.02, none of the Exchange Agent, Orion or the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate be liable to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person a holder of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates New Certificates representing (i) the number of shares of ACE*COMM Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock, the cash in lieu of fractional shares into ) which the shares of i3 Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of ACE*COMM Camber Common Stock or New Camber Preferred to which such holder of i3 shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of Article ARTICLE I hereof (with such legends as may be requiredrounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (yii) a check representing the amount of cash in lieu of fractional shares, if any, any dividends or distributions which such the holder thereof has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid any dividends and distributions, if any, or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Camber Common Stock and payable to the holders of record thereof or New Camber Preferred shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article ARTICLE II. After the surrender of a an Old Certificate in accordance with this Article ARTICLE II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Camber Common Stock or New Camber Preferred that the shares of Viking Common Stock or Viking Preferred Stock represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted.converted into the right to receive. February 2021 - Agreement and Plan of Merger (c) If any certificate New Certificate representing shares of ACE*COMM Camber Common Stock or New Camber Preferred is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM Camber Common Stock or New Camber Preferred in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Viking of the shares of i3 Viking Common Stock which or Viking Preferred Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates New Certificates representing shares of ACE*COMM Camber Common Stock or New Camber Preferred as provided in this Article ARTICLE II. (e) [Intentionally Deleted]. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Viking for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Combined Company. Any stockholders former holders of i3 shares of Viking Common Stock or Viking Preferred Stock who have not theretofore complied with this Article ARTICLE II prior to such return shall thereafter look only to ACE*COMM the Combined Company for payment of their the shares of ACE*COMM Camber Common StockStock or New Camber Preferred, cash in lieu of fractional shares as applicable, and any unpaid dividends and distributions on ACE*COMM the Camber Common Stock or New Camber Preferred deliverable in respect of each former share of i3 Viking Common Stock or Viking Preferred Stock such stockholder holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMViking, i3Camber, Merger Sub, the Surviving Entity, the Combined Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Viking Common Stock or Viking Preferred Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fg) Each of Viking, Camber, Merger Sub, the Surviving Entity and the Combined Company, and any other person that has any withholding obligation with respect to any payment made pursuant to this Agreement shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any payment made pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMCamber, the Combined Company or the Exchange Agent, the posting by such person of a bond in such amount as ACE*COMM Camber, the Combined Company or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM Camber Common StockStock or New Camber Preferred, as applicable, and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).this Agreement. February 2021 - Agreement and Plan of Merger

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, HRB shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates representing shares of Xenith Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive HRB Common Stock pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of ACE*COMM HRB Common Stock, the Stock and any cash in lieu of fractional shares into which the shares of i3 Xenith Common Stock represented by such Certificate or Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM HRB Common Stock to which such holder of i3 Xenith Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, II and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any Merger Consideration, dividends or distributions or cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of HRB Common Stock which the shares of Xenith Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM HRB Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the such holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM HRB Common Stock that the shares of Xenith Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate representing shares of ACE*COMM HRB Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM HRB Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Xenith of the shares of i3 Xenith Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM HRB Common Stock as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of HRB Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to HRB Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of HRB. In lieu of the issuance of any such fractional share, HRB shall pay to each former shareholder of Xenith who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of HRB Common Stock on the Nasdaq Global Select Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) full trading days ending on the day preceding the Closing Date (or, if not reported therein, in another authoritative source mutually agreed upon by Xenith and HRB) (the “HRB Share Closing Price”) by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of HRB Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.4. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 Xenith for six (6) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former shareholders of i3 Xenith who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their the shares of ACE*COMM HRB Common Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the HRB Common Stock deliverable in respect of each former share of i3 Xenith Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMHRB, i3Xenith, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Xenith Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) HRB shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any Merger Consideration, cash in lieu of fractional shares of HRB Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other amounts otherwise payable pursuant to this Agreement to any holder of Xenith Common Stock or Xenith Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by HRB or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Xenith Common Stock or Xenith Equity Awards in respect of which the deduction and withholding was made by HRB or the Exchange Agent, as the case may be. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMHRB, the posting by such person of a bond in such amount as ACE*COMM HRB may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM HRB Common Stock, Stock and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to this Agreement. (i) In accordance with Section 2.2(b)13.1-730 of the VSCA, no appraisal rights shall be available to the holders of Xenith Common Stock in connection with the Merger or the other transactions contemplated by this Agreement.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, HRB shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates representing shares of Xenith Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive HRB Common Stock pursuant to Section 4, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of ACE*COMM HRB Common Stock, the Stock and any cash in lieu of fractional shares into which the shares of i3 Xenith Common Stock represented by such Certificate or Certificates shall have been converted and into the right to receive pursuant to the Merger Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b6(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM HRB Common Stock to which such holder of i3 Xenith Common Stock shall have become entitled pursuant to the provisions of Article I hereof Section 4 and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Section 5 and this Article II, Section 6 and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)6, and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any Merger Consideration, dividends or distributions or cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. Until surrendered as contemplated by this Section 6, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of HRB Common Stock which the shares of Xenith Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 6. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM HRB Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the such holder thereof shall surrender such Certificate in accordance with Section 5 and this Article IISection 6. After the surrender of a Certificate in accordance with Section 5 and this Article IISection 6, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM HRB Common Stock that the shares of Xenith Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate representing shares of ACE*COMM HRB Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM HRB Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Xenith of the shares of i3 Xenith Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM HRB Common Stock as provided in Section 5 and this Article IISection 6. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of HRB Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to HRB Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of HRB. In lieu of the issuance of any such fractional share, HRB shall pay to each former shareholder of Xenith who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of HRB Common Stock on the NASDAQ Global Select Market as reported by The Wall Street Journal for the five (5) full trading days ending on the day preceding the Closing Date (or, if not reported therein, in another authoritative source mutually agreed upon by Xenith and HRB) (the “HRB Share Closing Price”) by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of HRB Common Stock which such holder would otherwise be entitled to receive pursuant to Section 4(b). (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 Xenith for six (6) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former shareholders of i3 Xenith who have not theretofore complied with this Article II prior to such return Section 6 shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their the shares of ACE*COMM HRB Common Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the HRB Common Stock deliverable in respect of each former share of i3 Xenith Common Stock such stockholder shareholder holds as determined pursuant to this the Merger Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMHRB, i3Xenith, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Xenith Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) HRB shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any Merger Consideration, cash in lieu of fractional shares of HRB Common Stock, cash dividends or distributions payable pursuant to this Section 6 or any other amounts otherwise payable pursuant to the Merger Agreement to any holder of Xenith Common Stock or Xenith Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by HRB or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of the Merger Agreement as having been paid to the holder of Xenith Common Stock or Xenith Equity Awards in respect of which the deduction and withholding was made by HRB or the Exchange Agent, as the case may be. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMHRB, the posting by such person of a bond in such amount as ACE*COMM HRB may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM HRB Common Stock, Stock and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to the Merger Agreement. (i) In accordance with Section 2.2(b)13.1-730 of the VSCA, no appraisal rights shall be available to the holders of Xenith Common Stock in connection with the Merger or any other transactions contemplated by the Merger Agreement.

Exchange of Shares. (a) Prior to the Effective Time, the Buyer shall appoint the Exchange Agent to effect the exchange for the Initial Shares and the Additional Shares of certificates that, immediately prior to the Effective Time, represented Common Shares converted into Merger Shares pursuant to Section 1.5 (including any Common Shares referred to in the last sentence of Section 1.6(a)) ("Certificates"). On the Closing Date, the Buyer shall deliver to the Exchange Agent, in trust for the benefit of holders of Certificates, stock certificates (issued in the name of the Company Stockholders) representing the Initial Shares, as described in Section 1.5. As soon as practicable after the Effective Time, the Buyer shall cause the Exchange Agent shall mail to send a notice and a transmittal form to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery advising such holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates Agent such Certificate in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions Initial Shares issuable pursuant to Section 2.2(b)1.5. Upon surrender Each holder of a Certificate for exchange and cancellation Certificate, upon proper surrender thereof to the Exchange AgentAgent in accordance with the instructions in such notice, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (xsubject to any taxes required to be withheld) the Initial Shares issuable pursuant to Section 1.5. Following determination of the Total Merger Consideration, the Buyer shall deliver to the Exchange Agent stock certificates representing the Additional Shares and each holder of a Certificate, upon proper surrender thereto, shall be entitled to receive the Additional Shares issuable pursuant to Section 1.5. Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the right to receive a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled for the Initial Shares or Additional Shares, if any, issuable pursuant to the provisions of Article I hereof Section 1.5 (with such legends as may be required), (y) a check representing the amount of and cash in lieu of any fractional sharesshare of Buyer Common Stock, provided that such cash shall be paid following the end of the Measurement Period, as contemplated in Section 1.8 below). Holders of Certificates shall not be entitled to receive certificates for the Initial Shares or Additional Shares, if any, to which they would otherwise be entitled until such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of CertificatesCertificates are properly surrendered. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is Initial Shares or Additional Shares, if any, are to be issued in the name of a name person other than that the person in which whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of to the issuance thereof of such Initial Shares or Additional Shares, if any, that (i) the Certificate so surrendered shall be transferable, and shall be properly assigned, endorsed (or accompanied by an appropriate instrument of transferstock powers, (ii) such transfer shall otherwise be proper and otherwise in proper form for transfer, and that (iii) the person requesting such exchange transfer shall pay to the Exchange Agent in advance any transfer or other taxes required payable by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, foregoing or shall establish to the satisfaction of the Exchange Agent that such tax has taxes have been paid or is are not payable. (d) After the close of business on the day immediately prior required to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereonpaid. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, neither the Exchange Agent or nor any other person Party shall be liable to any former a holder of shares of i3 Common Stock Shares for any amount properly Initial Shares or Additional Shares, if any, issuable to such holder pursuant to Section 1.5 that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fc) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMdestroyed, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will Buyer shall issue in exchange for such lost, stolen or destroyed Certificate the shares Initial Shares issuable in exchange therefor pursuant to Section 1.5. The Board of ACE*COMM Directors of the Buyer may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Buyer an appropriate affidavit and/or a bond in such sum as it may direct as indemnity against any claim that may be made against the Buyer with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) No dividends or other distributions that are payable to the holders of record of Buyer Common StockStock as of a date on or after the Closing Date shall be paid to former Company Stockholders entitled by reason of the Merger to receive Initial Shares or Additional Shares, cash if any, until such holders surrender their Certificates for certificates representing the Merger Shares. Upon such surrender, the Buyer shall pay or deliver to the persons in lieu of fractional shares deliverable in respect thereof and whose name the certificates representing such Initial Shares or Additional Shares, if any, are issued any dividends or other distributions pursuant that are payable to the holders of record of Buyer Common Stock as of a date on or after the Closing Date and which were paid or delivered between the Effective Time and the time of such surrender; provided that no such person shall be entitled to receive any interest on such dividends or other distributions. (e) Certificates representing the Merger Shares may be legended to reflect the lock-up agreements contemplated by Section 2.2(b5.2(j).

Exchange of Shares. (a) At the Effective Time, East West shall deposit or cause to be deposited in trust with an exchange agent mutually agreed upon by East West and MetroCorp (the “Exchange Agent”) (i) certificates representing East West Common Shares, and (ii) cash in an aggregate amount sufficient to make the appropriate payments (A) of the Per Share Cash Consideration, as may be adjusted pursuant to Section 2.1, (B) to holders of Dissenting Shares pursuant to Section 2.5, if any, and (C) to holders of a fraction of a share of East West Common Shares pursuant to Section 2.1(c) (such certificates and cash being referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. MetroCorp shall notify East West in writing prior to the Effective Time of the number of MetroCorp Shares and Excluded Shares outstanding immediately prior to the Effective Time. (b) As soon as practicable after the Effective Time, with the intent to be within ten (10) business days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail (or in the case of the Depository Trust Company on behalf of “street name” holders, to deliver) to each record holder of record an outstanding certificate or certificates which, as of the Effective Time, represented MetroCorp Shares (the “Certificates”) (other than Excluded Shares) or book-entry shares which immediately prior to the Effective Time represented MetroCorp Shares (“Book-Entry Shares”) as of that date a Certificate or Certificates a form letter of transmittal (which shall that will specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates to the Exchange AgentCertificate(s) (or affidavit(s) of loss in lieu of such Certificate(s)) or Book-Entry Shares and instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation Book-Entry Shares to the Exchange Agent, in exchange for the Merger Consideration into which MetroCorp Shares represented by such Certificate(s) or Book-Entry Shares will have been converted pursuant to this Agreement (collectively, the “Transmittal Materials”). The form and substance of the Transmittal Materials are to be acceptable to East West and MetroCorp before they are mailed to the holders of the Certificates or delivered to the holders of Book-Entry Shares. Upon surrender to the Exchange Agent of the Certificate(s) or Book-Entry Shares, together with such letter of transmittal, the Transmittal Materials duly executed, the holder of such Certificate Certificate(s) or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash and number of East West Common Shares provided in lieu of fractional sharesSection 2.1, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions as may be adjusted pursuant to Section 2.2(b)2.2, and the Certificate so surrendered such Certificate(s) or Book-Entry Shares shall forthwith be canceledcancelled. East West shall provide the Exchange Agent with certificates for East West Common Shares, as requested by the Exchange Agent, for the number of certificated shares provided in Section 2.1, as may be adjusted. No interest will be paid or accrued on with respect to the East West Common Shares or cash payable upon surrender of the Certificate(s) or Book-Entry Shares. Until surrendered in lieu accordance with the provisions of fractional shares and unpaid dividends and distributionsthis Section 2.6, if anyafter the Effective Time, payable each Certificate (other than Certificates representing Excluded Shares) shall represent for all purposes the right to holders of Certificatesreceive the Merger Consideration without any interest thereon. (bc) Promptly after receipt of such Transmittal Materials, East West will cause the Exchange Agent to review the Transmittal Materials in order to verify proper completion and execution thereof. As soon as practicable after the Effective Time or within five (5) calendar days after surrender of a Certificate or Book-Entry Shares to the Exchange Agent, together with properly completed and executed Transmittal Materials, East West will cause the Exchange Agent to pay to the former stockholder of MetroCorp the Per Share Cash Consideration multiplied by the number of MetroCorp Shares represented by such Certificate or Book-Entry Shares and issue certificates or shares in book-entry form for East West Common Shares equal to the Per Share Stock Consideration multiplied by the number of MetroCorp Shares represented by such Certificate or Book-Entry Shares. (d) Former shareholders of record of MetroCorp shall not be entitled to vote after the Effective Time at any meeting of East West stockholders until such holders have exchanged their certificates representing MetroCorp Common Shares for certificates representing East West Common Shares in accordance with the provisions of this Agreement. No dividends or other distributions declared after the Effective Time with respect to ACE*COMM East West Common Stock Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered a Certificate or Book-Entry Shares until the such holder thereof shall surrender surrenders such Certificate or Book-Entry Shares and duly executed Transmittal Materials to the Exchange Agent in accordance with this Article IISection 2.6. After the surrender of a Certificate or Book-Entry Shares and duly executed Transmittal Materials in accordance with this Article IISection 2.6, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable after the Effective Time with respect to shares of ACE*COMM the East West Common Stock Shares represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedor Book-Entry Shares. (ce) After the Effective Time, the share transfer ledger of MetroCorp shall be closed and there shall be no transfers on the share transfer books of MetroCorp for MetroCorp Shares which were outstanding immediately before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to East West, they shall be promptly presented to the Exchange Agent and exchanged as provided in this Section 2.6. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the stockholders of MetroCorp for six months after the Exchange Agent mails the Transmittal Materials pursuant to this Section 2.6 shall be returned to East West upon demand, and any stockholders of MetroCorp who have not theretofore complied with the exchange procedures in this Article II shall look to East West only, and not the Exchange Agent, for the payment of any Merger Consideration in respect of such shares. (g) If any certificate Certificate or Book-Entry Shares representing shares of ACE*COMM East West Common Stock is Shares are to be issued in a name other than that in which the Certificate or Book-Entry Shares surrendered in exchange therefor is are registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly appropriately endorsed (or accompanied by an appropriate instrument of transfer) and or otherwise be in proper form (reasonably satisfactory to East West) for transfer, and that the person Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM East West Common Stock Shares in any name other than that of the registered holder of the Certificate or Book-Entry Shares surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (dh) After the close None of business on the day immediately prior to the Effective TimeEast West, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger SubMetroCorp, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock MetroCorp Shares for any amount East West Common Shares (or dividends or distributions with respect thereto) or cash properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fi) In the event If any Certificate shall have been is lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMEast West or the Exchange Agent, the posting by such person of a bond in such amount (not to exceed the amount of Merger Consideration relating to the relevant missing Certificate) as ACE*COMM East West or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against it East West with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in any event within five (5) business days after the Effective Time, or otherwise as may be agreed upon by the parties, the Exchange Agent shall mail to each holder of record of a Certificate or FLBK Stock Certificates at the Effective Time, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the FLBK Stock Certificates shall pass, only upon delivery of the Certificates FLBK Stock Certificates, to the Exchange Agent) and instructions for use in effecting the surrender of the FLBK Stock Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates Merger Consideration. FLBK shall have been converted the right to review both the letter of transmittal and any dividends or distributions pursuant the instructions prior to Section 2.2(b)the Effective Time and provide reasonable comments thereon. Upon surrender of a Certificate FLBK Stock Certificates for exchange and cancellation to the Exchange Agent, together with such a properly executed letter of transmittal, duly executed, the holder of such Certificate FLBK Stock Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM TSFG Common Stock to which such holder of i3 FLBK Common Stock shall have become became entitled to receive pursuant to the provisions of Article I II hereof (with such legends as may be required), and (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIFLBK Stock Certificates, and (z) any dividends or distributions pursuant to as provided in Section 2.2(b2.9(e), and the Certificate FLBK Stock Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and or the unpaid dividends and distributions, if any, payable to holders of FLBK Stock Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM TSFG Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered FLBK Stock Certificate until the holder thereof shall surrender such FLBK Stock Certificate in accordance with this Article II. After the surrender of a FLBK Stock Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM TSFG Common Stock represented by such FLBK Stock Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM TSFG Common Stock is to be issued in a name other than that in which the FLBK Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the FLBK Stock Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM TSFG Common Stock in any name other than that of the registered holder of the FLBK Stock Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 FLBK of the shares of i3 FLBK Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, FLBK Stock Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM TSFG Common Stock Stock, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of TSFG Common Stock shall be issued upon the surrender for exchange of FLBK Stock Certificates, no dividend or distribution with respect to TSFG Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of TSFG. In lieu of the issuance of any such fractional share, TSFG shall pay to each former shareholder of FLBK who otherwise would be entitled to receive a fractional share of TSFG Common Stock an amount in cash determined by multiplying (i) the Fair Market Value by (ii) the fraction of a share of TSFG Common Stock which such holder would otherwise be entitled to receive pursuant to Section 2.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 FLBK for six twelve months after the Effective Time may shall be returned paid to ACE*COMMTSFG. Any stockholders shareholders of i3 FLBK who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM TSFG for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and the Per Share Merger Consideration and/or the unpaid dividends and distributions on ACE*COMM the TSFG Common Stock deliverable in respect of each share of i3 FLBK Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMTSFG, i3, Merger SubFLBK, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 FLBK Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any FLBK Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such FLBK Stock Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, and the posting by such person of a bond in such amount as ACE*COMM the Exchange Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such FLBK Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed FLBK Stock Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Per Share Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of one or more certificates of Company Common Stock whose shares are being converted into the Merger Consideration pursuant to Section 1.4 a Certificate or Certificates a form letter of transmittal (which shall be in customary form, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates of Company Common Stock shall pass, only upon delivery of the Certificates certificates of Company Common Stock to the Exchange AgentPaying Agent or delivery of a lost stock affidavit and indemnity (the “Lost Stock Affidavit”) in form as approved by Parent, in its sole discretion) and instructions for use in effecting the surrender of the Certificates certificates of Company Common Stock in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)Merger Consideration. Upon proper surrender of a Certificate certificate of Company Common Stock for exchange and cancellation or delivery of a Lost Stock Affidavit, as appropriate, to the Exchange Paying Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate certificate of Company Common Stock shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash Merger Consideration provided in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)1.4, and the Certificate certificate of Company Common Stock so surrendered shall forthwith be canceledcancelled. No interest will shall be paid or accrued on the any cash in lieu of fractional shares and or on any unpaid dividends and distributions, if any, or distributions payable to holders of Certificatescertificates of Company Common Stock. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates any certificates of Company Common Stock representing such shares are presented for transfer to the Exchange Paying Agent, they each such share shall be canceled cancelled and exchanged for certificates representing shares the Merger Consideration provided in Section 1.4. In the event of ACE*COMM a transfer of ownership of any share of Company Common Stock as provided prior to the Effective Time that has not been registered in this Article IIthe transfer records of the Company, the Merger Consideration payable in respect of such share of Company Common Stock shall be paid to the transferee of such share if the certificate that previously represented such share is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. (ec) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 the Company for six 12 months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders of i3 the Company who have not theretofore complied with this Article II prior to such return I shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock the Merger Consideration deliverable in respect of each share of i3 Company Common Stock formerly held by such stockholder holds as determined pursuant to this Agreement, in each case, Agreement without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMneither the Company, i3, Merger SubParent, the Exchange Paying Agent or nor any other person Person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fd) In the event any Certificate certificate of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact a Lost Stock Affidavit by the person Person claiming such Certificate certificate of Company Common Stock to be lost, stolen or destroyed and, if reasonably required by ACE*COMMParent, the posting by such person Person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificatecertificate of Company Common Stock, the Exchange Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate certificate of Company Common Stock the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions Merger Consideration such holder has a right to receive pursuant to Section 2.2(b).this Article I.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common StockMerger Consideration, the and any cash in lieu of fractional shares into shares, which the shares of i3 Company Common Stock represented by such Certificate or Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of ACE*COMM Parent Common Stock to which such holder of i3 Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the shares of Company Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid or dividends and distributions, if any, or distributions payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Parent Common Stock which the shares of Company Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate New Certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing the Merger Consideration and cash in lieu of fractional shares of ACE*COMM Common Stock as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Parent Common Stock on the Nasdaq Stock Exchange as reported by the Wall Street Journal for the five (5) full trading days ending on the trading day immediately preceding the Closing Date (“Parent Common Stock Closing Price”) by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for-consideration, but merely represents a mechanical rounding off for the purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of such fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders former shareholder of i3 who have the Company that has not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of fractional shares and any unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each former share of i3 Company Common Stock such stockholder former shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3the Company, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) Each of Parent and the Exchange Agent shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, as the case may be, such withheld amounts (i) will be paid over by Parent or the Exchange Act to the appropriate governmental authority and (ii) will be treated for all purposes of this Agreement as having been paid to the person in respect of which the deduction and withholding was made. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common StockMerger Consideration, and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM BCB Common Stock, Stock and the cash in lieu of fractional shares into which the shares of i3 Pamrapo Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Pamrapo shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM BCB Common Stock to which such holder of i3 Pamrapo Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), and (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM BCB Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM BCB Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM BCB Common Stock into which such i3 his Pamrapo Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM BCB Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM BCB Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Pamrapo of the shares of i3 Pamrapo Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM BCB Common Stock as provided in this Article II. (e) Any portion of Notwithstanding anything to the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their contrary contained herein, no certificates or scrip representing fractional shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM BCB Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, issued upon the making surrender for exchange of an affidavit of that fact by the person claiming such Certificate to be lostCertificates, stolen no dividend or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it distribution with respect to BCB Common Stock shall be payable on or with respect to any fractional share, and such Certificate, fractional share interests shall not entitle the Exchange Agent will issue in exchange for such lost, stolen owner thereof to vote or destroyed Certificate the shares to any other rights of ACE*COMM Common Stock, cash in a stockholder of BCB. In lieu of the issuance of any such fractional shares deliverable share, BCB shall pay to each former stockholder of Pamrapo who otherwise would be entitled to receive a fractional share of BCB Common Stock (after taking into account all certificates delivered by such holder) an amount in respect thereof and any dividends or distributions cash determined by multiplying (i) the Average Closing Price by (ii) the fraction of a share of BCB Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.2(b1.4 hereof. As used herein, the term “Average Closing Price” means the average of the last reported daily sales price (or if no sale on such date, then the mean of the closing bid/ask price) per share of BCB Common Stock on the NASDAQ Global Market (“Nasdaq”), for the 10 consecutive trading days (the “Valuation Period”) ending on the fifth business day prior to the date of the Effective Time.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate Certificates or Certificates Book-Entry Shares, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates Merger Consideration. The Company shall have been converted the right to review both the letter of transmittal and any dividends or distributions pursuant the instructions prior to Section 2.2(b)the Effective Time and provide reasonable comments thereon. Upon surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with such a properly executed letter of transmittal, duly executed, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock to which such holder of i3 Company Common Stock shall have become became entitled to receive pursuant to the provisions of Article I hereof (with such legends as may be required), and/or (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)I, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and or the unpaid dividends and distributions, if any, payable to holders of CertificatesCertificates or Book-Entry Shares. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares until the holder thereof shall surrender such Certificate or Book-Entry Shares in accordance with this Article II. After the surrender of a Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Parent Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedor Book-Entry Shares. (c) If any certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Certificate or Book-Entry Shares surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate or Book-Entry Shares so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Certificate or Book-Entry Shares surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Parent Common Stock or cash or both, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by multiplying (i) the average of the closing sale prices of Parent Common Stock on the NASDAQ Stock Market as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time shall occur by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six 12 months after the Effective Time may shall be returned to ACE*COMMParent. Any stockholders shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, the cash in lieu of fractional shares and and/or the unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each share of i3 Company Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3, Merger Subthe Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than ten business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing representing, as the case may be, the shares of ACE*COMM Parent Common Stock, Stock or Parent New Preferred and the cash in lieu of fractional shares shares, if any, into which the shares of i3 Common Subject Company Capital Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock Stock, if any, to which such holder of i3 Subject Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required)hereof, (yii) certificates representing that number of shares of Parent 9.875% Preferred and Parent 9.0% Preferred, if any, to which such holder of Subject Company Preferred Stock shall have become entitled pursuant to the provisions of Article I hereof and (iii) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared with a record date after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof or Parent New Preferred shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Parent Common Stock or Parent New Preferred represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Parent Common Stock or Parent New Preferred is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock or Parent New Preferred in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to At or after the Effective Time, there shall be no transfers on the stock transfer books of i3 Subject Company of the shares of i3 Common Subject Company Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Parent Capital Stock as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Common Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of Subject Company who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the average of the closing sale prices of Parent Common Stock on the New York Stock Exchange (the "NYSE") as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time occurs by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereto. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Subject Company for six twelve months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders of i3 Subject Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their the shares of ACE*COMM Parent Common StockStock or Parent New Preferred, cash in lieu of any fractional shares and unpaid dividends and distributions on ACE*COMM the Parent Common Stock or Parent New Preferred deliverable in respect of each share of i3 Subject Company Common Stock or Subject Company Preferred Stock, as the case may be, such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of ACE*COMMParent, i3, Merger SubSubject Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Subject Company Common Stock or Subject Company Preferred Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Parent Common Stock, Stock and cash in lieu of fractional shares or Parent New Preferred, as the case may be, deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. Prior to the Effective Time, PURCHASER ------------------ shall select a bank or trust company reasonably acceptable to TARGET to act as exchange agent (athe "Exchange Agent") As soon as practicable after to effectuate the delivery of the Merger Consideration to holders of TARGET Common Stock. Promptly following the Effective Time, the Exchange Agent shall mail send to each holder of record of a Certificate or Certificates Outstanding TARGET Shares immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk the "Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentTransmittal") and instructions for use in effecting exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates"). The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates and the Certificates in exchange for distribution of any cash and certificates representing the shares of ACE*COMM PURCHASER Common Stock, which certificates shall be deposited with the cash in lieu Exchange Agent by PURCHASER as of fractional shares into which the Effective Time. If any certificates for shares of i3 PURCHASER Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is are to be issued in a name other than that in for which the an Old Certificate surrendered in exchange therefor or exchanged is registeredissued, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, transfer and that the person requesting such exchange shall pay affix any requisite stock transfer tax stamps to the Exchange Agent in advance any transfer Old Certificate surrendered or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, provide funds for their purchase or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is taxes are not payable. (d) After the close of business on the day immediately prior to the Effective Time. Unless and until Old Certificates or evidence that such certificates have been lost, there stolen or destroyed accompanied by such security or indemnity as shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares requested by TARGET) are presented for transfer to the Exchange Agent, they the holder thereof shall not be canceled and exchanged for certificates representing shares of ACE*COMM entitled to the consideration to be paid in exchange therefor pursuant to the Merger, to any dividends payable on any PURCHASER Common Stock to which he or she is entitled, or to exercise any rights as provided in this Article II. (e) Any portion a shareholder of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM PURCHASER Common Stock, cash in lieu of fractional shares . Subject to applicable law and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, extent that the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered same has not yet been paid to a public official pursuant to applicable abandoned property laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the consideration to which he or she is entitled. All such property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact if held by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of one (1) year from the Effective Time, shall at such losttime be paid or redelivered by the Exchange Agent to PURCHASER, stolen or destroyed and after such time any holder of an Old Certificate who has not surrendered such certificate shall, subject to applicable laws and to the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions extent that the same has not yet been paid to a public official pursuant to Section 2.2(b)applicable abandoned property laws, look as a general creditor only to PURCHASER for payment or delivery of such property. In no event will any holder of TARGET Common Stock exchanged in the Merger be entitled to receive any interest on any amounts held by the Exchange Agent or PURCHASER.

Exchange of Shares. (a) As soon Oritani and Valley hereby appoint American Stock Transfer and Trust Company as practicable the exchange agent (the “Exchange Agent”) for purposes of effecting the conversion of Oritani Common Stock. Not later than five (5) business days after the Effective Time, Valley shall cause the Exchange Agent shall to mail to each holder of record of Oritani Common Stock as of the Effective Time (a Certificate or Certificates “Record Holder”) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) ), and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash Merger Consideration as provided in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). 2.1 hereof. (b) Upon surrender of a Certificate Certificates for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and executed, the holder of such Certificate Record Holder shall be entitled to promptly, but in no event later than five (5) business days, receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to for such Certificates the Merger Consideration which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder Record Holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate 2.1 hereof. Certificates so surrendered shall forthwith be canceled. No interest will As soon as practicable, but no later than five (5) business days following receipt of the properly completed letter of transmittal and any necessary accompanying documentation, Valley shall cause the Exchange Agent to distribute the Merger Consideration. The Exchange Agent shall not be paid obligated to deliver or accrued on cause to be delivered to any Record Holder the cash consideration to which such Record Holder would otherwise be entitled until such Record Holder surrenders the Certificates for exchange or, in lieu default thereof, an appropriate Affidavit of fractional shares Loss and unpaid dividends Indemnity Agreement and distributionsbond in such reasonable amount as may be required in each case by Valley. Notwithstanding the time of surrender of the Certificates, if any, payable to holders Record Holders shall be deemed shareholders of Certificates. (b) No dividends or other distributions declared after Valley for all purposes from the Effective Time with respect to ACE*COMM Time, except that Valley shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Valley Common Stock and payable to the holders of record thereof Stock. Such Record Holder shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender receive such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributionswithheld dividends, without any interest thereoninterest, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until upon effecting the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedshare exchange. (c) If any certificate representing After the Effective Time, there shall be no transfers on the stock transfer books of Oritani of the shares of ACE*COMM Oritani Common Stock which were outstanding immediately prior to the Effective Time and, if any Certificates representing such shares are presented for transfer, they shall be canceled and exchanged for the consideration as provided in Section 2.1 hereof. (d) If payment of the consideration pursuant to Section 2.1 hereof is to be issued made in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof such payment that the Certificate Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange payment shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the issuance of payment to a certificate representing shares of ACE*COMM Common Stock in any name person other than that of the registered holder of the Certificate Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (de) After Valley and the close Exchange Agent shall be entitled to rely upon Oritani’s stock transfer books to establish the identity of business on those persons entitled to receive the day immediately Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Valley and the Exchange Agent shall be entitled to deposit any Merger Consideration or dividends or distributions thereon represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Immediately prior to the Effective Time, there Valley shall deposit, or shall cause to be no transfers on deposited, with the stock transfer books Exchange Agent for the benefit of i3 the holders of Oritani Common Stock, for exchange in accordance with this Section 2.2, certificates (or other electronic evidence) representing the shares of i3 Valley Common Stock which were to be issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock Oritani shareholders as provided in this Article II. (e) Any portion part of the Exchange Fund that remains unclaimed by Aggregate Merger Consideration plus the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Valley Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail or otherwise deliver to each holder of record of one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Article I and that has not theretofore submitted its Old Certificates with a Certificate or Certificates Form of Election, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the shares of ACE*COMM Common StockMerger Consideration which such holder shall have become entitled to receive in accordance with, the and subject to, Sections 1.6, 2.1 and 2.2, and any cash in lieu of fractional shares into which the shares of i3 Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b2.4(b) (or, in the case of book-entry shares, such other transmittal instructions as applicable to effective delivery and surrender of Old Certificate in book entry form). Upon From and after the Effective Time and the completion of the allocation procedures set forth in Section 2.1, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittaltransmittal or Form of Election, as applicable, duly executedexecuted (or upon proper delivery of an “agent’s message” with respect to book-entry shares), the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of ACE*COMM Common the Stock Consideration to which such holder of i3 Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof receive in accordance with, and subject to, Sections 1.6, 2.1 and 2.2 and (with such legends as may be required), (yii) a check representing the amount of cash in lieu of fractional shares, if any, (A) Cash Consideration which such holder has the right to receive in respect of the surrendered Old Certificate surrendered pursuant to the provisions of this Article IIor Old Certificates in accordance with, and subject to, Sections 1.6, 2.1 and 2.2, (zB) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant Section 2.4(e) and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b2.4(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the Cash Consideration or any cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Old Certificates. Until surrendered as contemplated by Sections 2.2 and 2.4, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.4. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of a an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Stock Consideration which the shares of ACE*COMM Company Common Stock represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive (after giving effect to Section 6.11). (c) If any certificate New Certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Company of the shares of i3 Company Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing the applicable Merger Consideration, cash in lieu of fractional shares of ACE*COMM Common Stock and dividends or distributions that the holder presenting such Old Certificates is entitled to, as provided in this Article II. (e) No New Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing sale prices of Parent Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the ten (10) full trading days ending on the day preceding the Closing Date (the “Parent Share Closing Price”) by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5 and subject to Section 2.1. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Company for six months one (1) year after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any former stockholders of i3 Company who have not complied with theretofore exchanged their Old Certificates pursuant to this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each former share of i3 Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3Company, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) Parent shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to this Section 2.4 and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock or Company Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM Common Stockapplicable Merger Consideration, any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions deliverable in respect thereof pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as practicable needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no shareholder of the Company will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares at the Effective Time a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificatesexchange. (b) No dividends or other distributions declared after Each holder of Shares that have been converted into a right to receive the Effective Time with respect to ACE*COMM Common Stock and payable Merger Consideration, upon surrender to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender Exchange Agent of a Certificate in accordance certificate or certificates representing such Shares, together with this Article IIa properly completed letter of transmittal covering such Shares, the record holder thereof shall will be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become the Merger Consideration payable with in respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such CertificateShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes only the right to vote the shares of ACE*COMM Common Stock into which receive such i3 Common Stock shall have been convertedMerger Consideration. (c) If any certificate representing shares portion of ACE*COMM Common Stock the Merger Consideration payable in respect of any Share is to be issued in paid to a name person other than that in which the Certificate surrendered in exchange therefor is registeredregistered holder of the Shares represented by the certificate or certificates surrendered, it shall be a condition of the issuance thereof to such payment that the Certificate certificate or certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer, transfer and that the person requesting such exchange payment shall pay to the Exchange Agent in advance any transfer or other taxes required by reason as a result of the issuance of such payment to a certificate representing shares of ACE*COMM Common Stock in any name person other than that of the registered holder of the Certificate surrendered, such Shares or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no further registration of transfers on the of shares of capital stock transfer books of i3 of the shares of i3 Common Stock Company which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Until the Merger Consideration is paid in respect of the Shares, the Exchange Agent may invest portions thereof as Buyer directs, provided that all such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $250,000,000 (collectively, "Permitted Investments") or in money market funds which are invested solely in Permitted Investments. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Buyer. Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to subsection (a) of this Section that remains unclaimed by the stockholders holders of i3 for Shares entitled thereto six months after the Effective Time may shall be returned to ACE*COMMBuyer, upon demand. Any stockholders of i3 who have Buyer shall not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder shareholder of shares of i3 Common Stock the Company for any amount properly delivered paid to a public official pursuant to applicable abandoned propertyproperty laws. Any amounts remaining unclaimed by holders of Shares who would otherwise be entitled thereto six months after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, escheat to the extent permitted by applicable law, become the property of Buyer free and clear of any claims or similar lawsinterest of any person previously entitled thereto. (f) In Any portion of the event any Certificate Merger Consideration made available to the Exchange Agent pursuant to paragraph (a) of this Section 2.03 to pay for Shares for which appraisal rights shall have been lost, stolen or destroyedperfected shall be returned to Buyer, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)demand.

Exchange of Shares. (a) As soon Prior to the Effective Time, Parent shall designate a bank or trust company to act as practicable exchange agent in the Merger (the "EXCHANGE AGENT"). Immediately prior to the Effective Time, Parent will take all steps necessary to enable and cause the Company to deposit with the Exchange Agent the funds necessary to make the payments contemplated by Section 2.7 on a timely basis. (b) Promptly after the Effective Time, the Exchange Agent shall mail to each holder record holder, as of record the Effective Time, of a Certificate an outstanding certificate or Certificates certificates which immediately prior to the Effective Time represented Shares (the "CERTIFICATES") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)payment therefor. Upon surrender of a Certificate for exchange and cancellation to the Exchange AgentAgent of a Certificate, together with such letter of transmittal, transmittal duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor (xthe consideration set forth in Section 2.7(a) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIhereof, and (z) any dividends or distributions pursuant to Section 2.2(b), and the such Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After upon the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such CertificateCertificates. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock payment is to be issued in made to a name person other than that the person in which whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, transfer and that the person requesting such exchange payment shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of payment to a certificate representing shares of ACE*COMM Common Stock in any name person other than that of the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Exchange Agent Surviving Corporation that such tax has been paid or is not payableapplicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate (other than Certificates representing Shares held by Parent or any subsidiary of Parent, Shares held in the treasury of the Company or held by any subsidiary of the Company and Dissenting Shares) shall represent for all purposes only the right to receive the consideration set forth in Section 2.7(a) hereof, without any interest thereon. (dc) After the close of business on the day immediately prior to the Effective Time, Time there shall be no transfers on the stock transfer books of i3 the Surviving Corporation of the shares of i3 Common Stock Shares which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock as the consideration provided in Article II hereof in accordance with the procedures set forth in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMMIII. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).6

Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Seagate Common Stock, the Stock and cash in lieu of fractional shares of Seagate Common Stock, if any, into which the shares of i3 Maxtor Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate or evidence of shares in book-entry form representing that number of whole shares of ACE*COMM Seagate Common Stock (if any) to which such former holder of i3 Maxtor Common Stock shall have become entitled pursuant to the provisions of Article I hereof Section 2 hereof, and (with such legends as may be required), (yii) a check representing the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Seagate Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)3, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificatesshares. (b) No dividends or other distributions declared with a record date after the Effective Time with respect to ACE*COMM Seagate Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article IISection 3. After the surrender of a Certificate in accordance with this Article IISection 3, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Seagate Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until and pursuant to any and all record dates set by Seagate and occurring at or after the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedEffective Time. (c) If any certificate representing shares of ACE*COMM Seagate Common Stock is to be issued in a the name of any person other than that in which the registered holder of the Certificate surrendered in exchange therefor is registeredtherefor, it shall be a condition of the issuance thereof of such Seagate Common Stock that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Seagate Common Stock in the name of and payment of cash to any name person other than that of the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to At and after the Effective Time, there shall be no transfers on the stock transfer books of i3 Maxtor of the shares of i3 Maxtor Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing the shares of ACE*COMM Seagate Common Stock as provided and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Article IIAgreement. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Maxtor for six months after the Effective Time may shall be returned paid or delivered, at the request of Seagate, to ACE*COMMSeagate. Any stockholders of i3 Maxtor who have not theretofore complied with this Article II prior to such return Section 3 shall thereafter look only to ACE*COMM Seagate for payment issuance of their the shares of ACE*COMM Seagate Common Stock, payment of cash in lieu of any fractional shares shares, and payment of unpaid dividends and distributions on ACE*COMM the Seagate Common Stock deliverable in respect of each share of i3 Maxtor Common Stock held by such stockholder holds at the Effective Time, as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of ACE*COMMSeagate, i3Maxtor, Merger Subthe Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Maxtor Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMSeagate or the Exchange Agent, the posting by such person of a bond in such reasonable and customary amount as ACE*COMM Seagate or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Seagate Common Stock, Stock and cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement. (g) Seagate or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Maxtor Common Stock such amounts as Seagate (or any affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Seagate or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Maxtor Common Stock in respect of whom such deduction and withholding were made by Seagate or the Exchange Agent.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of SASR Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive AUB Common Stock pursuant to ‎Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of ACE*COMM AUB Common Stock, the Stock and any cash in lieu of fractional shares into shares, which the shares of i3 SASR Common Stock represented by such Old Certificate or Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b‎2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares). Upon proper surrender of a an Old Certificate for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of SASR Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate shall be entitled to receive in exchange therefor therefor, (xi) a certificate representing that number of whole shares of ACE*COMM AUB Common Stock to which such holder of i3 SASR Common Stock shall have become entitled pursuant to the provisions of Article I hereof Section ‎1.5(a) and (with such legends as may be required), (yii) a check or other method of payment representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate surrendered pursuant to the provisions of this Article II, ‎Article II and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b‎2.2(b), and the Old Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid or dividends and distributions, if any, or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section ‎2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of AUB Common Stock which the shares of SASR Common Stock represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section ‎2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM AUB Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article ‎Article II. After the surrender of a an Old Certificate in accordance with this Article ‎Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the shares of ACE*COMM AUB Common Stock that the shares of SASR Common Stock represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate representing shares share of ACE*COMM AUB Common Stock is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate representing the shares of ACE*COMM AUB Common Stock in any name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 SASR of the shares of i3 SASR Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM AUB Common Stock Stock, cash in lieu of fractional shares and dividends or distributions as provided in this Article ‎Article II, as applicable. (e) Notwithstanding anything to the contrary contained herein, no fractional shares of AUB Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to AUB Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of AUB. In lieu of the issuance of any such fractional share, the Surviving Corporation shall pay to each former holder of SASR Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of AUB Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the trading day immediately preceding the Closing Date (or, if not reported therein, in another authoritative source mutually agreed upon by AUB and SASR) by (ii) the fraction of a share (after taking into account all shares of SASR Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) of AUB Common Stock which such holder would otherwise be entitled to receive pursuant to Section ‎1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 SASR for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former holders of i3 SASR Common Stock who have not theretofore complied with this Article ‎Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their the shares of ACE*COMM AUB Common Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the AUB Common Stock deliverable in respect of each former share of i3 SASR Common Stock such stockholder holder holds as determined pursuant to this Agreement, in each case, Agreement without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMAUB, i3SASR, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 SASR Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by former holders of shares of SASR Common Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (fg) The Surviving Corporation shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of AUB Common Stock, cash dividends or distributions payable pursuant to this Section ‎2.2 or any other amounts otherwise payable pursuant to this Agreement to any holder of SASR Common Stock or SASR Equity Awards, such amounts as it is required to deduct and withhold with respect to the making of such payment or distribution under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so deducted or withheld by the Surviving Corporation or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of SASR Common Stock or SASR Equity Awards in respect of which the deduction and withholding was made by the Surviving Corporation or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMthe Surviving Corporation or the Exchange Agent, the posting by such person of a bond in such amount as ACE*COMM the Surviving Corporation or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM AUB Common Stock, Stock and any cash in lieu of fractional shares shares, and dividends or distributions, deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) days thereafter, the Surviving Entity shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of CenterState Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive South State Common Stock pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates New Certificates representing the number of whole shares of ACE*COMM South State Common Stock, the Stock and any cash in lieu of fractional shares into which the shares of i3 CenterState Common Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares). Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of CenterState Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, (xi) a certificate New Certificate representing that number of whole shares of ACE*COMM South State Common Stock to which such holder of i3 CenterState Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, II and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid or dividends and distributions, if any, or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of South State Common Stock which the shares of CenterState Common Stock represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM South State Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of a an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM South State Common Stock that the shares of CenterState Common Stock represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate New Certificate representing shares of ACE*COMM South State Common Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM South State Common Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 CenterState of the shares of i3 CenterState Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates New Certificates representing shares of ACE*COMM South State Common Stock and any cash in lieu of fractional shares as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of South State Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to South State Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of South State. In lieu of the issuance of any such fractional share, the Surviving Entity shall pay to each former holder of CenterState Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of South State Common Stock on NASDAQ as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of CenterState Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) of South State Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 CenterState for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Entity. Any stockholders former holders of i3 CenterState Common Stock who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Entity for payment of their the shares of ACE*COMM South State Common Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the South State Common Stock deliverable in respect of each former share of i3 CenterState Common Stock such stockholder holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMSouth State, i3CenterState, Merger Subthe Surviving Entity, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 CenterState Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by former holders of shares of CenterState Common Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Entity shall, to the extent permitted by applicable law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (fg) The Surviving Entity shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of South State Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other amounts otherwise payable pursuant to this Agreement to any holder of CenterState Common Stock or CenterState Equity Awards, such amounts as it is required to deduct and withhold with respect to the making of such payment or distribution under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so deducted or withheld by the Surviving Entity or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of CenterState Common Stock or CenterState Equity Awards in respect of which the deduction and withholding was made by the Surviving Entity or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by ACE*COMMthe Surviving Entity or the Exchange Agent, the posting by such person of a bond in such amount as ACE*COMM the Surviving Entity or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of ACE*COMM South State Common Stock, Stock and any cash in lieu of fractional shares shares, as applicable, deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate Certificates or Certificates Book-Entry Shares, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates Merger Consideration. The Company shall have been converted the right to review both the letter of transmittal and any dividends or distributions pursuant the instructions prior to Section 2.2(b)the Effective Time and provide reasonable comments thereon. Upon surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with such a properly executed letter of transmittal, duly executed, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)I, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable Merger Consideration to holders of CertificatesCompany Common Stock. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate check representing shares of ACE*COMM Common Stock Merger Consideration is to be issued in a name other than that in which the Certificate or Book-Entry Shares surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate or Book-Entry Shares so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) ), with signature guaranteed as the letter of transmittal shall specify, and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate check representing shares of ACE*COMM Common Stock Merger Consideration in any name other than that of the registered holder of the Certificate or Book-Entry Shares surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (dc) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Stock cash, as provided in this Article II. (ed) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six 12 months after the Effective Time may shall be returned to ACE*COMMParent. Any stockholders shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their shares of ACE*COMM Common Stockthe Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Company Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3, Merger Subthe Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to Parent or a public official pursuant to applicable abandoned property, escheat or similar laws. (fe) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may reasonably direct (not exceeding the Merger Consideration deliverable with respect to such Certificate) as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent or Parent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to this Agreement, subject to the last sentence of Section 2.2(b2.2(d). (f) Each of Parent and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of shares of Company Common Stock or otherwise pursuant to this Agreement such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. Any amounts that are so deducted and withheld shall be paid over to the appropriate taxing authority by Parent or the Exchange Agent and shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, (i) each holder that is to receive a payment pursuant to this Agreement will have the sole and exclusive responsibility for the satisfaction and payment of any such withholding tax obligations imposed on Parent by any governmental entity on account of such payment and (ii) no distribution will be made to or on behalf of such holder pursuant to this Agreement unless and until such holder has made arrangements satisfactory to the Parent and the Exchange Agent for the payment and satisfaction of such withholding tax obligations.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than three (3) business days thereafter, the Exchange Agent shall (and Parent shall cause the Exchange Agent to so) mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing cash equal to the Per Share Price multiplied by the number of shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Company Common Stock represented by such Certificate or Certificates Certificates. Such letter of transmittal and instructions shall have been converted be in the form agreed to by Parent and any dividends or distributions pursuant the Company prior to Section 2.2(b)the Closing. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and paid for the Company Common Stock, unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (ec) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 the Company for six (6) months after the Effective Time may shall be returned transferred to ACE*COMMthe Surviving Corporation. Any stockholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent and the Surviving Corporation for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each caseMerger Consideration, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMthe Surviving Corporation, i3the Company, Merger Parent, Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fd) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Merger Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate one or more Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Newco Common Stock, the Newco New Preferred Stock and any cash in lieu of fractional shares into which the shares of i3 FCN Common Stock or FCN Preferred Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock to which such holder of i3 FCN Common Stock or FCN Preferred Stock shall have become entitled pursuant to the provisions of Article I hereof II and (with such legends as may be required), (yii) a check representing the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)III, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and or on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Newco Common Stock and payable to the holders of record thereof or Newco New Preferred Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article IIIII. After the surrender of a Certificate in accordance with this Article IIIII, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 FCN of the shares of i3 FCN Common Stock or FCN Preferred Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock as provided in this Article IIIII. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Newco Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Newco Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Newco. In lieu of the issuance of any such fractional share, Newco shall pay to each former stockholder of FCN who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the average of the closing-sale prices of BANC ONE Common Stock on the New York Stock Exchange, Inc. (the "NYSE") as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Newco Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 FCN for six 12 months after the Effective Time may shall be returned paid to ACE*COMMNewco. Any former stockholders of i3 FCN who have not theretofore complied with this Article II prior to such return III shall thereafter look only to ACE*COMM Newco for payment of their the shares of ACE*COMM Newco Common Stock or Newco New Preferred Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on ACE*COMM the Newco Common Stock or Newco New Preferred Stock deliverable in respect of each share of i3 FCN Common Stock or FCN Preferred Stock, as the case may be, such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMBANC ONE, i3Newco, Merger SubFCN, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 FCN Common Stock or FCN Preferred Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ACE*COMMNewco, the posting by such person of a bond in such amount as ACE*COMM Newco may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, Newco Capital Stock and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, Parent’s transfer agent (the Exchange Agent “Transfer Agent”) shall mail to each holder of record of one or more Certificates or Book Entry Shares whose Shares are being converted into the Merger Consideration pursuant to Section 2.1 a Certificate or Certificates a form letter of transmittal (which shall be in customary form, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Transfer Agent) and instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)Merger Consideration. Upon proper surrender of a Certificate or Book Entry Share for exchange and cancellation to the Exchange Transfer Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash Merger Consideration provided in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)2.1, and the Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. No interest will shall be paid or accrued on the any cash in lieu of fractional shares and or on any unpaid dividends and distributions, if any, or distributions payable to holders of CertificatesCertificates or Book Entry Shares. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates representing such shares or Book Entry Shares are presented for transfer to the Exchange Transfer Agent, they each such Certificate shall be canceled cancelled and exchanged for certificates representing shares the Merger Consideration provided in Section 2.1. In the event of ACE*COMM a transfer of ownership of any share of Company Common Stock as provided prior to the Effective Time that has not been registered in this Article IIthe transfer records of the Company, the Merger Consideration payable in respect of such share of Company Common Stock shall be paid to the transferee of such share of Company Common Stock if the Certificate or Book Entry Share that previously represented such share is presented to the Transfer Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (ec) Any portion None of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common StockCompany, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger SubParent, the Exchange Transfer Agent or any other person Person shall be liable to any former holder of shares of i3 Common Stock Company Stockholder for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fd) In the event any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent, of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMthe Transfer Agent to comply with Regulations to which the Transfer Agent is subject, the posting by such person Person of a bond in such amount as ACE*COMM the Transfer Agent may determine is reasonably direct necessary to comply with such regulations as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, or, if no bond is required, an indemnification agreement reasonably acceptable to Parent and Transfer Agent, the Exchange Transfer Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration such Company Stockholder has a right to receive pursuant to this Article II. (e) No certificates or scrip evidencing fractional shares of ACE*COMM Parent Common StockStock shall be issued in the Merger, cash in and such fractional share interests will not entitle the owner thereof to any rights as a shareholder of Parent. In lieu of a fractional share, Parent will pay any holder of shares deliverable of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of the certificates therefor an amount of cash (without interest) determined by multiplying (a) the average of the closing sale prices for a share of Parent Common Stock (as adjusted for stock splits, dividends, and the like) as reported on NASDAQ for the five (5) consecutive trading days ending with, and including, the trading day immediately prior to the Closing Date by (b) the fractional share interest in respect Parent Common Stock to which such holder would otherwise be entitled. The provisions of this Section 2.4(e) will apply to the aggregate number of shares of Company Common Stock held by each holder thereof and each such holder will be required to simultaneously surrender all Certificates or Book Entry Shares relating to shares of Company Common Stock held by such holder in accordance with the provisions of Section 2.4 in order to surrender any dividends such Certificate or distributions pursuant to Section 2.2(b)Book Entry Share.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate one or more Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Firstar Common Stock, the Stock and any cash in lieu of fractional shares into which the shares of i3 Mercantile Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Firstar Common Stock to which such holder of i3 Mercantile Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of any cash in lieu of fractional shares, if any, which shares that such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and or on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Firstar Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which that theretofore had become payable with respect to shares of ACE*COMM Firstar Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in any event within seven business days after the Effective Time, or otherwise as may be agreed upon by the parties, the Exchange Agent shall mail to each holder of record of a Certificate or PFC Stock Certificates at the Effective Time, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the PFC Stock Certificates shall pass, only upon delivery of the Certificates PFC Stock Certificates, to the Exchange Agent, and (ii) shall be subject to the reasonable approval of PFC) and instructions for use in effecting the surrender of the PFC Stock Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)Merger Consideration. Upon surrender of a Certificate PFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with such a properly executed letter of transmittal, duly executed, the holder of such Certificate PFC Stock Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM TSFG Common Stock to which such holder of i3 PFC Common Stock shall have become became entitled to receive pursuant to the provisions of Article I II hereof (with such legends as may be required), and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate PFC Stock Certificates surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)I hereof, and the Certificate PFC Stock Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the Per Share Cash Consideration, on the cash in lieu of fractional shares and or the unpaid dividends and distributions, if any, payable to holders of PFC Stock Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM TSFG Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered PFC Stock Certificate until the holder thereof shall surrender such PFC Stock Certificate in accordance with this Article II. After the surrender of a PFC Stock Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM TSFG Common Stock represented by such PFC Stock Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM TSFG Common Stock is to be issued in a name other than that in which the PFC Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the PFC Stock Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM TSFG Common Stock in any name other than that of the registered holder of the PFC Stock Certificate surrendered, or required for any other reason connected to such transfer, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 PFC of the shares of i3 PFC Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, PFC Stock Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM TSFG Common Stock Stock, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of TSFG Common Stock shall be issued upon the surrender for exchange of PFC Stock Certificates, no dividend or distribution with respect to TSFG Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of TSFG. In lieu of the issuance of any such fractional share, TSFG shall pay to each former stockholder of PFC who otherwise would be entitled to receive a fractional share of TSFG Common Stock an amount in cash determined by multiplying (i) the Fair Market Value by (ii) the fraction of a share of TSFG Common Stock which such holder would otherwise be entitled to receive pursuant to Section 2.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 PFC for six twelve months after the Effective Time may shall be returned paid to ACE*COMMTSFG. Any stockholders of i3 PFC who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM TSFG for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and the Per Share Consideration and/or the unpaid dividends and distributions on ACE*COMM the TSFG Common Stock deliverable in respect of each share of i3 PFC Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMTSFG, i3, Merger SubPFC, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 PFC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any PFC Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such PFC Stock Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, and the posting by such person of a bond in such amount as ACE*COMM the Exchange Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such PFC Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed PFC Stock Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares Per Share Consideration deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates certificate formerly representing shares of Dime Common Stock (a "Certificate") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing representing, as the case may be, the shares of ACE*COMM Washington Mutual Common Stock, cash in respect of the Cash Election Price and cash in lieu of fractional shares of Washington Mutual Common Stock, if any, into which the shares of i3 Common Dime Capital Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Washington Mutual Common Stock (if any) to which such former holder of i3 Dime Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required)Section 2 hereof, (yii) a check representing that amount of cash (if any) to which such former holder of Dime Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 2 hereof and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Washington Mutual Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)3, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificatesshares. (b) No dividends or other distributions declared with a record date after the Effective Time with respect to ACE*COMM Washington Mutual Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article IISection 3. After the surrender of a Certificate in accordance with this Article IISection 3, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Washington Mutual Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Washington Mutual Common Stock is to be issued in a the name of other than that in which the registered holder of the Certificate surrendered in exchange therefor is registeredtherefor, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Washington Mutual Common Stock in the name of and payment of cash to any name person other than that of the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to At or after the Effective Time, there shall be no transfers on the stock transfer books of i3 Dime of the shares of i3 Common Dime Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Washington Mutual Common Stock or payment of cash as provided in this Article IISection 3. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Dime for six months after the Effective Time may shall be returned paid, at the request of Washington Mutual, to ACE*COMMWashington Mutual. Any stockholders of i3 Dime who have not theretofore complied with this Article II prior to such return Section 3 shall thereafter look only to ACE*COMM Washington Mutual for payment of their the shares of ACE*COMM Washington Mutual Common Stock, cash, cash in lieu of any fractional shares and unpaid dividends and distributions on ACE*COMM the Washington Mutual Common Stock deliverable in respect of each share of i3 Dime Common Stock held by such stockholder holds at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of ACE*COMMWashington Mutual, i3, Merger SubDime, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Dime Common Stock Stock, for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMWashington Mutual, the posting by such person of a bond in such amount as ACE*COMM Washington Mutual may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Washington Mutual Common Stock, cash and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. (g) As soon as practicable after the Election Deadline, the Exchange Agent shall deliver to each Warrant Holder (i) a certificate representing that number of shares of Washington Mutual Common Stock (if any) and any dividends or distributions a check representing the amount of cash (if any) in respect of the Cash Election Price to which each Warrant Holder would have become entitled pursuant to Section 2.2(b)2 hereof with respect to the Deemed Shares if the Deemed Shares were outstanding shares of Dime Common Stock as of the Effective Time, and (ii) a check representing the amount of cash (if any) payable in lieu of fractional shares of Washington Mutual Common Stock to which each Warrant Holder would have become entitled pursuant to Section 2.7 with respect to the Deemed Shares if the Deemed Shares were outstanding shares of Dime Common Stock as of the Effective Time. (h) Washington Mutual or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Dime Common Stock or to any Warrant Holder such amounts as Washington Mutual (or any Affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Washington Mutual or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Dime Common Stock or to any Warrant Holder in respect of whom such deduction and withholding were made by Washington Mutual or the Exchange Agent.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM First Place Common Stock, Stock and the cash in lieu of fractional shares into which the shares of i3 FFY Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. FFY shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM First Place Common Stock to which such holder of i3 FFY Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), and (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM First Place Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM First Place Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM First Place Common Stock into which such i3 his FFY Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM First Place Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM First Place Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 FFY of the shares of i3 FFY Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM First Place Common Stock as provided in this Article II. (e) Any portion of Notwithstanding anything to the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their contrary contained herein, no certificates or scrip representing fractional shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM First Place Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, issued upon the making surrender for exchange of an affidavit of that fact by the person claiming such Certificate to be lostCertificates, stolen no dividend or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it distribution with respect to First Place Common Stock shall be payable on or with respect to any fractional share, and such Certificate, fractional share interests shall not entitle the Exchange Agent will issue in exchange for such lost, stolen owner thereof to vote or destroyed Certificate the shares to any other rights of ACE*COMM Common Stock, cash in a shareholder of First Place. In lieu of the issuance of any such fractional shares deliverable share, First Place shall pay to each former stockholder of FFY who otherwise would be entitled to receive a fractional share of First Place Common Stock (after taking into account all certificates delivered by such holder) an amount in respect thereof and any dividends or distributions cash determined by multiplying (i) the Average Closing Price by (ii) the fraction of a share of First Place Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.2(b1.4 hereof. As used herein, the term "Average Closing Price" means the average of the last reported daily sales price (or if no sale on such date, then the mean of the closing bid/ask price) per share of First Place Common Stock on the Nasdaq Stock Market ("Nasdaq"), for the 10 consecutive trading days (the "Valuation Period") ending on the fifth business day prior to the date of the Effective Time.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of ACE*COMM Parent Common Stock, the and any cash in lieu of fractional shares into shares, which the shares of i3 Company Common Stock represented by such Certificate or Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock to which such holder of i3 Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yii) a check representing the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (zB) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Certificate or Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive, and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Parent Common Stock which the shares of Company Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until had been converted into the surrender of such Certificate, right to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedreceive. (c) If any certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Parent Common Stock and cash in lieu of fractional shares as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Parent Common Stock on The New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the five (5) full trading days ending on the trading day preceding the Closing Date by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former shareholder of i3 who have the Company that has not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their the shares of ACE*COMM Parent Common Stock, cash in lieu of fractional shares and any unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each former share of i3 Company Common Stock such stockholder former shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMParent, i3the Company, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) Each of Parent and the Exchange Agent shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which the deduction and withholding was made . (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Parent Common Stock, and any cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event later than ten business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing representing, as the case may be, the shares of ACE*COMM Parent Common Stock, Stock or Parent New Preferred and the cash in lieu of fractional shares shares, if any, into which the shares of i3 Common Subject Company Capital Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of ACE*COMM Parent Common Stock Stock, if any, to which such holder of i3 Subject Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required)hereof, (yii) certificates representing that number of shares of Parent 9.875% Preferred and Parent 9.0% Preferred, if any, to which such holder of Subject Company Preferred Stock shall have become entitled pursuant to the provisions of Article I hereof and (iii) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared with a record date after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof or Parent New Preferred shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Parent Common Stock or Parent New Preferred represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Parent Common Stock or Parent New Preferred is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock or Parent New Preferred in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to At or after the Effective Time, there shall be no transfers on the stock transfer books of i3 Subject Company of the shares of i3 Common Subject Company Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates representing shares of ACE*COMM Common Parent Capital Stock as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Common Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of Subject Company who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the average of the closing sale prices of Parent Common Stock on the New York Stock Exchange (the "NYSE") as reported by The Wall Street Journal for the five trading days immediately preceding the date on which the Effective Time occurs by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereto. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 Subject Company for six twelve months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders of i3 Subject Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their the shares of ACE*COMM Parent Common StockStock or Parent New Preferred, cash in lieu of any fractional shares and unpaid dividends and distributions on ACE*COMM the Parent Common Stock or Parent New Preferred deliverable in respect of each share of i3 Subject Company Common Stock or Subject Company Preferred Stock, as the case may be, such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of ACE*COMMParent, i3, Merger SubSubject Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Subject Company Common Stock or Subject Company Preferred for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Parent Common Stock, Stock and cash in lieu of fractional shares or Parent New Preferred, as the case may be, deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Xxxxxxx and Sterling shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of Sterling Common Stock or Sterling Series A Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration or shares of New Xxxxxxx Preferred Stock, as applicable, pursuant to Article I, a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates New Certificates representing the number of whole shares of ACE*COMM Xxxxxxx Common Stock, the Stock and any cash in lieu of fractional shares into or shares of New Xxxxxxx Preferred Stock, as applicable, which the shares of i3 Sterling Common Stock or Sterling Series A Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted and into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) (A) a certificate New Certificate representing that number of whole shares of ACE*COMM Xxxxxxx Common Stock to which such holder of i3 Sterling Common Stock shall have become entitled pursuant to the provisions of Article I hereof and (with such legends as may be required), (yB) a check representing the amount of (x) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, II and (zy) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing the number of shares of New Xxxxxxx Preferred Stock to which such holder of Sterling Series A Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares and unpaid or dividends and distributions, if any, or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Xxxxxxx Common Stock or shares of New Xxxxxxx Preferred Stock which the shares of Sterling Common Stock or Sterling Series A Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Xxxxxxx Common Stock and payable to the holders of record thereof or New Xxxxxxx Preferred Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of a an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of ACE*COMM Xxxxxxx Common Stock or shares of New Xxxxxxx Preferred Stock which the shares of Sterling Common Stock or Sterling Series A Preferred Stock, as applicable, represented by such Certificate. No holder of an unsurrendered Old Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been convertedconverted into the right to receive. (c) If any certificate New Certificate representing shares of ACE*COMM Xxxxxxx Common Stock or New Xxxxxxx Preferred Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes similar Taxes required by reason of the issuance of a certificate New Certificate representing shares of ACE*COMM Xxxxxxx Common Stock or New Xxxxxxx Preferred Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 Sterling of the shares of i3 Sterling Common Stock which or Sterling Series A Preferred Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled cancelled and exchanged for certificates New Certificates representing shares of ACE*COMM Xxxxxxx Common Stock or New Xxxxxxx Preferred Stock, as applicable, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Xxxxxxx Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Xxxxxxx Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Xxxxxxx. In lieu of the issuance of any such fractional share, Xxxxxxx shall pay to each former holder of Sterling Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Xxxxxxx Common Stock on The New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Sterling Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Xxxxxxx Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders holders of i3 Sterling Common stock and Sterling Series A Preferred Stock for six twelve (12) months after the Effective Time may shall be returned paid to ACE*COMMthe Surviving Corporation. Any stockholders former holders of i3 Sterling Common Stock and Sterling Series A Preferred Stock who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM the Surviving Corporation for payment of their the shares of ACE*COMM Xxxxxxx Common Stock, Stock and cash in lieu of any fractional shares or shares of New Xxxxxxx Preferred Stock, as applicable, and any unpaid dividends and distributions on ACE*COMM the Xxxxxxx Common Stock or New Xxxxxxx Preferred Stock deliverable in respect of each former share of i3 Sterling Common Stock or Sterling Series A Preferred Stock, as applicable, that such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMMWebster, i3Sterling, Merger Subthe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Sterling Common Stock or Sterling Series A Preferred Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) Xxxxxxx shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of Xxxxxxx Common Stock, any dividends or distributions payable pursuant to this Section 2.2 or any other consideration otherwise payable pursuant to this Agreement to any holder of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Tax law. To the extent that amounts are so withheld by Xxxxxxx or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards in respect of which the deduction and withholding was made by Xxxxxxx or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMXxxxxxx or the Exchange Agent, the posting by such person of a bond in such amount as ACE*COMM Xxxxxxx or the Exchange Agent may determine is reasonably direct necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Xxxxxxx Common Stock, Stock and any cash in lieu of fractional shares, or the shares of New Xxxxxxx Preferred Stock deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.

Exchange of Shares. (a) As soon as practicable At or after the Effective TimeDate, each holder of a certificate or certificates theretofore evidencing issued and outstanding shares of the Bank Common Stock, upon surrender of the same to an agent, duly appointed by the Holding Company ("Exchange Agent"), shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Holding Company Common Stock determined in accordance with the Exchange Ratio provided in Section 3 hereof. The Exchange Agent shall will mail to each holder of record of a Certificate or Certificates an outstanding certificate which immediately prior to the Effective Date evidenced shares of the Bank Common Stock, and which is to be exchanged for Holding Company Common Stock as provided in Section 3 hereof, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon delivery of the Certificates such certificate to the Exchange Agent) and instructions for use in effecting the surrender advising such holder of the Certificates terms of the exchange effected by the Reorganization and of the procedure for surrendering to the Exchange Agent such certificate in exchange for a certificate or certificates representing the shares of ACE*COMM evidencing Holding Company Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM holder of a certificate thereto representing shares of Bank Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any dividends in respect of the Holding Company Common Stock into which such shares shall have been converted by virtue of the Conversion and Reorganization until the certificate representing such shares of Bank Common Stock is surrendered in exchange for certificates representing shares of Holding Company Common Stock. In the event that dividends are declared and paid by the Holding Company in respect of Holding Company Common Stock after the consummation of the Conversion and Reorganization but prior to surrender of certificates representing shares of Bank Common Stock, dividends payable in respect of shares of Bank Common Stock not then issued shall accrue (without interest). Any such dividends or other distributions, shall be paid (without any interest thereon, which theretofore had become payable with respect to interest) upon surrender of the certificates representing such shares of ACE*COMM Bank Common Stock. The Holding Company shall be entitled, after the consummation of the Conversion and Reorganization, to treat certificates representing shares of Bank Common Stock as evidencing ownership of the number of full shares of Holding Company Common Stock into which the shares of Bank Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock certificates shall have been converted, notwithstanding the failure on the part of the holder thereof to surrender such certificates. (c) If any certificate representing evidencing shares of ACE*COMM Company Common Stock is to be issued in a name other than that in which the Certificate certificate evidencing the Bank Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, transfer and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes tax required by reason of the issuance of a certificate representing for shares of ACE*COMM Holding Company Common Stock in any name other than that of the registered holder of the Certificate surrendered, certificate surrendered or shall otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After If, between the close of business on the day immediately prior to date hereof and the Effective TimeDate, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Bank Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing changed into a different number or class of shares by reason of ACE*COMM Common Stock as provided in this Article II. (e) Any portion any reclassifica- tion, recapitalization, split-up, combination, exchange of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may shares or readjustment, or a stock dividend thereon shall be returned to ACE*COMM. Any stockholders of i3 who have not complied declared with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Suba record date within said period, the Exchange Agent or any other person Ratio specified in Section 3(a) hereof shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsadjusted accordingly. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares Merger Consideration into which the shares of i3 Company Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b)this Agreement. Upon The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After the Effective Time, upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock the Merger Consideration to which such holder of i3 Company Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b)I, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the any cash constituting Merger Consideration (including cash to be paid in lieu of fractional shares and shares) or on any unpaid dividends and or distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Parent Common Stock Stock, if any, represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 the Company of the shares of i3 Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares Merger Consideration as determined in accordance with Article I of ACE*COMM Common Stock as provided in this Agreement and this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by multiplying such fractional interest by the Parent Common Stock Average Price. All shares of Company Common Stock held by any such former shareholder immediately prior to the Effective Time shall be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders shareholders of i3 the Company for six months after the Effective Time may shall be returned paid to ACE*COMMParent. Any stockholders shareholders of i3 the Company who have not theretofore complied with this Article II prior to such return shall thereafter look only to ACE*COMM Parent for payment of their the cash, shares of ACE*COMM Parent Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM the Parent Common Stock deliverable in respect of each share of i3 Company Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property Laws, escheat Laws and any other applicable Law, become the property of Parent (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of ACE*COMMParent, i3, Merger Subthe Company, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMMParent, the posting by such person of a bond in such amount as ACE*COMM Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the cash and/or shares of ACE*COMM Parent Common Stock, Stock and cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b)this Agreement.