0000950133-03-003211 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG ACE*COMM CORPORATION, ACE ACQUISITION CORPORATION AND i3 MOBILE, INC. DATED AS OF SEPTEMBER 12, 2003

Agreement and Plan of Merger • September 17th, 2003 • Ace Comm Corp • Communications equipment, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  September 17th, 2003
• Company
  Ace Comm Corp
• Industry
  Communications equipment, nec
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2003 (this “Agreement”), is entered into by and among ACE*COMM Corporation, a Maryland corporation (“ACE*COMM”), Ace Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of ACE*COMM (“Merger Sub”), and i3 Mobile, Inc., a Delaware corporation (“i3”).

i3 MOBILE, INC. AFFILIATE AGREEMENT

Affiliate Agreement • September 17th, 2003 • Ace Comm Corp • Communications equipment, nec • Delaware

• Contract Type
  Affiliate Agreement
• Filed
  September 17th, 2003
• Company
  Ace Comm Corp
• Industry
  Communications equipment, nec
• Jurisdiction
  Delaware

This AFFILIATE AGREEMENT, dated as of September 12, 2003 (this “Affiliate Agreement”), is entered into by and among ACE*COMM Corporation, a Maryland corporation (“ACE*COMM”), and the stockholders of i3 Mobile, Inc., a Delaware corporation (“i3”), named on Schedule I hereto (collectively, the “Stockholders”) who are directors, executive officers or other affiliates of i3 (for purposes of Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)).