Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub or any of their properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM or Merger Sub is a party, or by which ACE*COMM or Merger Sub or any of their properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM GETCO has all requisite corporate full power and authority to execute and deliver this Agreement and, subject to the approval and adoption of a majority this Agreement and the Mergers by the Holders of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredGETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMGETCO and by the managers of GETCO. The Board of Directors of ACE*COMM GETCO has declared the ACE*COMM Issuance and determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMGETCO’s stockholders Holders entitled to vote for approval at and adoption and has adopted a special meeting of such stockholders and, except resolution to the foregoing effect. Except for the approval of such matters this Agreement and the GETCO Merger by the holders affirmative vote of a majority the Holders of 70% of the outstanding shares GETCO Units entitled to vote thereon, including the consent of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM GETCO and (assuming due authorization, execution and delivery by i3the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of ACE*COMMGETCO, enforceable against ACE*COMM GETCO in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub GETCO nor the consummation by ACE*COMM or Merger Sub GETCO of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub GETCO with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation GETCO Certificate, GETCO Operating Agreement or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, GETCO Subsidiary Governing Documents or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws law, judgment, order, injunction or decree applicable to ACE*COMM or Merger Sub GETCO, any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM GETCO or Merger Sub any of its Subsidiaries under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement bylaw or other instrument or obligation to which ACE*COMM GETCO or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affectedis bound, exceptother than, in each casethe case of clause (ii), where any such violation, conflict, breach, breach or loss, default, termination, cancellation right, acceleration or acceleration Lien that would not have not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on ACE*COMMGETCO.

Authority; No Violation. (a) ACE*COMM Seller has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Seller Ancillary Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of ACE*COMMeach of Seller and NHI. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been been, and the Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by ACE*COMM Seller and (assuming due authorization, execution and delivery by i3Buyers or the other party thereto, as applicable, and receipt of the Chapter 11 Court Order (as hereinafter defined)) constitutes a constitute the valid and binding obligation obligations of ACE*COMMSeller, enforceable against ACE*COMM Seller in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has The Companies each have full corporate power and authority to execute and deliver this Agreement the Company Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement the Company Ancillary Documents and the consummation of the transactions contemplated hereby thereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of and sole stockholder Merger Sub, and no each of the Companies. No other corporate proceedings on the part of Merger Sub Seller or the Companies are necessary to approve this Agreement the Company Ancillary Documents or to consummate the transactions contemplated herebythereby. This Agreement has been The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by Merger Sub the Companies and (assuming due authorization, execution and delivery by i3Buyers or the other party thereto, as applicable) constitutes a constitute the valid and binding obligation obligations of Merger Subthe Companies, enforceable against Merger Sub the Companies in accordance with its terms, their respective terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsEquity Exception”)). (c) Neither the execution and delivery of this Agreement or the Seller Ancillary Documents by ACE*COMM or Merger Sub Seller, nor the consummation by ACE*COMM or Merger Sub Seller of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Seller with any of the terms or provisions hereofof this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of (x) the Amended and Restated Certificate articles of Incorporation incorporation or Amended bylaws of Seller or NHI, the Company Articles or Company Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws Law, judgment, order, injunction or decree applicable to ACE*COMM or Merger Sub Seller, NHI, the Companies, any of their Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Seller, NHI, the Companies or Merger Sub under any of their Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which ACE*COMM or Merger Sub is a partySeller, or by which ACE*COMM or Merger Sub NHI, any of the Companies or any of their Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM Parent has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMParent Board. The Parent Board will, following receipt of Directors the necessary report of ACE*COMM has declared the ACE*COMM Issuance expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and this Agreement advisable of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and directed that will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the ACE*COMM Issuance and this Agreement be submitted SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, no the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Parent are necessary to approve this Agreement or and to consummate the transactions contemplated herebyhereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereof. This Agreement has been duly and validly executed and delivered by ACE*COMM Parent and (assuming due authorization, execution and delivery by i3the Company and Company Virginia Sub) constitutes a the valid and binding obligation obligations of ACE*COMMParent, enforceable against ACE*COMM Parent in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Parent, nor the consummation by ACE*COMM or Merger Sub Parent of the Transaction or the other transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM or Merger Sub Parent with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate organizational documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, Parent or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 6.4 are duly obtainedobtained and/or made, (xA) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to ACE*COMM Parent or Merger Sub any Parent Subsidiary or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Parent or Merger Sub under any of the Parent Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Parent or Merger Sub any of the Parent Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power Each of KCS and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger KARA Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by all requisite corporate action on the Board part of Directors of KCS and sole stockholder Merger Sub, KARA Sub and no other corporate proceedings action on the part of Merger KCS and KARA Sub are is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions contemplated herebyhereby and thereby, except for obtaining the approval of its stockholders as described in Section 6.3. KCS has received the opinion of Deutsche Bank that the Acquisition is fair from a financial point of view to KCS. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Merger KCS and KARA Sub (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by i3the other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of Merger SubKCS and KARA Sub (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of KCS and KARA Sub at the Closing), enforceable against Merger KCS and KARA Sub in accordance with its their terms, except as enforcement (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by general principles of equity whether applied in a court of law or a court of equity the Securities Laws and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationspolicies underlying such laws. (cb) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by ACE*COMM or Merger KCS and KARA Sub nor the consummation by ACE*COMM or Merger KCS and KARA Sub of the transactions contemplated herebyhereby or thereby to be performed by KCS and KARA Sub, nor compliance by ACE*COMM or Merger KCS and KARA Sub with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger KCS or KARA Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 6.3 are duly obtained, (x) violate violate, conflict with or require any Laws applicable notice, filing, consent or approval under any Applicable Law to ACE*COMM or Merger Sub which KCS or any of their properties its Subsidiaries or assetsany of its properties, Contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienliability under, pledgeresult in the creation of any Encumbrance upon the properties, security interest, charge or other encumbrance upon any of the respective properties Contracts or assets of ACE*COMM KCS or Merger KARA Sub under under, or require any of the termsnotice, conditions approval or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM KCS or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub KCS or any of their its Subsidiaries, or any of its properties or assets assets, may be bound or affected, except, affected except in the case of this clause (ii) in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration case as would not have or reasonably be expected to have a KCS Material Adverse Effect on ACE*COMMEffect. (c) The shares of Class A Common Stock to be issued in the Merger, and, if KCS elects, in payment of a portion of the purchase price pursuant to Section 1.2, have been duly authorized and, when issued as contemplated by this Agreement and the Merger Agreement as the case may be, will be duly and validly issued, fully paid and non-assessable and free of any pre-emptive rights and entitled to the benefits and rights set forth in the Certificate of Incorporation of KCS, as in effect at the Effective Time. All shares of KCS Common Stock issuable upon conversion of the Class A Common Stock issued in the Merger and, if KCS elects, in payment of a portion of the purchase price pursuant to Section 1.2, will be, upon any such conversion in accordance with the terms of the Certificate of Incorporation as in effect at the Effective Time, validly issued, fully paid, and non-assessable and free of any pre-emptive rights.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power TMM, TMMH and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub MM each has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of and sole stockholder Merger Suball requisite action on their respective parts, and no other corporate proceedings action on the part of Merger Sub are TMM, TMMH or MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated herebyhereby or thereby, other than approvals from the shareholders of TMM and MM. TMM has received the opinion of ▇▇ ▇▇▇▇▇▇ Securities, Inc. that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Merger Sub TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by i3the other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of Merger SubTMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against Merger Sub TMM, TMMH and MM in accordance with its their terms, except as enforcement (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by general principles of equity whether applied in a court of law or a court of equity the Securities Laws and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationspolicies underlying such laws. (cb) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by ACE*COMM TMM, TMMH or Merger Sub MM nor the consummation by ACE*COMM TMM, TMMH or Merger Sub MM of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by ACE*COMM TMM, TMMH or Merger Sub MM with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation Charter or Bylaws of Merger SubTMM, TMMH or MM or the charter or bylaws or comparable organizational documents of GTFM or any GTFM Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 5.5 are duly obtained, (x) violate violate, conflict with or require any Laws applicable notice, filing, consent, waiver or approval under any Applicable Law to ACE*COMM which TMM, TMMH, MM, GTFM or Merger Sub the GTFM Subsidiaries or any of their properties respective properties, Contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienliability under, pledgeresult in the creation of any Encumbrance other than any Permitted Encumbrance upon the properties, security interest, charge or other encumbrance upon any of the respective properties Contracts or assets of ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub under the GTFM Subsidiaries under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub any of the GTFM Subsidiaries is a party, or by which ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub any of the GTFM Subsidiaries or any of their properties or assets may be bound or affected, except, in each casethe case of this clause (ii), where such violation, conflict, breach, loss, default, termination, cancellation as set forth in Section 5.4 of the Seller Disclosure Schedule or acceleration as would not have or be reasonably expected to have, individually or in the aggregate, a GTFM Material Adverse Effect or result in an Encumbrance on ACE*COMMthe GTFM Shares.

Authority; No Violation. (a) ACE*COMM Veritex has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMVeritex. The Board of Directors of ACE*COMM Veritex has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Veritex and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMVeritex’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Veritex Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or “Requisite Veritex Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe board of directors of Veritex Community Bank and Veritex as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Veritex are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Veritex and (assuming due authorization, execution and delivery by i3Huntington) constitutes a valid and binding obligation of ACE*COMMVeritex, enforceable against ACE*COMM Veritex in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority Subject to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation receipt of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubRequisite Veritex Vote, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Veritex nor the consummation by ACE*COMM or Merger Sub Veritex of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Veritex with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate Veritex Articles or the Veritex Bylaws or comparable governing documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any Veritex Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Veritex or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Veritex or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Veritex or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be likely to have a Material Adverse Effect on ACE*COMMVeritex.

Authority; No Violation. (a) ACE*COMM NeoPharm has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMNeoPharm (the “NeoPharm Board”) and by the Special Committee. The Special Committee and the NeoPharm Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and have determined that this Agreement and the transactions contemplated hereby are in the best interests of NeoPharm and its stockholders and have approved and declared advisable and directed that this Agreement. No other corporate proceedings on the ACE*COMM Issuance and part of NeoPharm or any vote by the holders of any class or series of NeoPharm capital stock are necessary to approve or adopt this Agreement be submitted or to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by the Delaware Law), provided that adoption of an amendment to the NeoPharm Charter (the “Charter Amendment”) increasing the number of authorized shares of NeoPharm Common Stock, which is necessary to allow the Convertible Preferred Stock to be converted into NeoPharm Common Stock, is subject to the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM NeoPharm Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyStock. This Agreement has been duly and validly executed and delivered by ACE*COMM NeoPharm and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMNeoPharm, enforceable against ACE*COMM NeoPharm in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or NeoPharm and Merger Sub nor the consummation by ACE*COMM or NeoPharm and Merger Sub of the transactions contemplated hereby, nor compliance by ACE*COMM or NeoPharm and Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) assuming adoption of the Charter Amendment, violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation NeoPharm Charter or Bylaws of or the Merger Sub, Sub Charter or Bylaws or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xA) violate any Laws order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or, any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to ACE*COMM or NeoPharm, Merger Sub or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance lien upon any of the respective properties or assets of ACE*COMM NeoPharm or Merger Sub under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseLicense (as defined in Section 3.12(a)), lease, agreement or other instrument or obligation to which ACE*COMM NeoPharm or Merger Sub is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected. (c) Merger Sub has full corporate or other requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Merger Sub. The Board of Directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole stockholder, excepthas approved and declared advisable this Agreement, recommended that its sole stockholder vote in each casefavor of the adoption of this Agreement, where such violationand directed that this Agreement be submitted to its sole stockholder for adoption. No other corporate proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the vote of its sole stockholder adopting this Agreement and the filing of the appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, conflictexecution and delivery by the other parties hereto) constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, breachinsolvency, lossmoratorium, default, termination, cancellation reorganization or acceleration would not have a Material Adverse Effect on ACE*COMMsimilar laws affecting the rights of creditors generally and the availability of equitable remedies).

Authority; No Violation. (a) ACE*COMM TD Banknorth has all requisite full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM TD Banknorth Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM IssuanceTD Banknorth Required Vote”) is considered), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders all requisite corporate and, except for subject to the approval of such matters by the holders of a majority obtainment of the outstanding shares Required TD Banknorth Vote, shareholder action of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, TD Banknorth and no other corporate or shareholder proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) TD Banknorth are necessary pursuant to the TD Banknorth Certificate, the TD Banknorth Bylaws, the DGCL or otherwise to approve and adopt this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM TD Banknorth and (assuming due authorization, execution and delivery by i3the other Parties) constitutes a valid and binding obligation of ACE*COMMTD Banknorth, enforceable against ACE*COMM TD Banknorth in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation Except as set forth in Section 5.3(b) of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubTD Banknorth Disclosure Schedule, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub TD Banknorth nor the performance and consummation by ACE*COMM or Merger Sub TD Banknorth of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub TD Banknorth with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate TD Banknorth Certificate, TD Banknorth Bylaws or any of Incorporation or Amended Bylaws the similar governing documents of ACE*COMM or (y) the Certificate any of Incorporation or Bylaws of Merger Sub, its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM or Merger Sub TD Banknorth, any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM TD Banknorth or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM TD Banknorth or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration will not have and would not reasonably be expected to have a Material Adverse Effect on ACE*COMMTD Banknorth.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power Each of Golden State and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement (and, in the case of Golden State, the Management Agreement and the Option Agreement (this Agreement, the Management Agreement and the Option Agreement, collectively, the "Golden State Documents")) and to consummate the transactions contemplated hereby and (and, in the case of Golden State, thereby). The execution and delivery by Merger Sub of this Agreement and by Golden State of each of the Golden State Documents, and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the respective Boards of Directors of Merger Sub and Golden State. The Board of Directors of Golden State has directed that this Agreement and sole stockholder the Parent Plan of Merger Subbe submitted to Golden State's stockholders for approval at a meeting of such stockholders and, except for the approval and adoption of this Agreement and the Parent Plan of Merger by the requisite vote of Golden State's stockholders, no other corporate proceedings on the part of either Golden State or Merger Sub are necessary to approve this Agreement or the Golden State Documents and to consummate the transactions contemplated herebythereby. This Agreement Each of the Golden State Documents has been duly and validly executed and delivered by Golden State and, in the case of this Agreement, will be by Merger Sub prior to the Effective Time, and (assuming due authorization, execution and delivery by i3each of Parent Holdings and FNH) this Agreement constitutes or, in the case of Merger Sub, will at the Effective Time constitute a valid and binding obligation of each of Golden State and Merger Sub, enforceable against Golden State and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) GFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. All The execution and delivery of the outstanding shares Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of GFB. Upon the due and valid approval of the Bank Merger Sub common stockAgreement by Golden State or GSFC, par value $.01 per shareas applicable, have been as the sole stockholder of GFB and by the Board of Directors of GFB, no other corporate proceedings on the part of GFB will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by GFB, will be duly authorizedand validly executed and delivered by GFB and will (assuming due authorization, validly issued execution and are fully paid delivery by CFB) constitute a valid and non-assessable binding obligation of GFB, enforceable against GFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger bankruptcy, insolvency and has no material liabilities or operationssimilar laws affecting creditors' rights and remedies generally. (c) Neither Except as set forth in Section 3.3(c) of the Golden State Disclosure Schedule, neither the execution and delivery of this the Golden State Documents by Golden State and Merger Sub or the Bank Merger Agreement by ACE*COMM or Merger Sub GFB, nor the consummation by ACE*COMM or Golden State, Merger Sub or GFB, as applicable, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM or Golden State, Merger Sub or GFB, as applicable, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision provi- sion of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubGolden State or the certificate of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Golden State or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM Golden State or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Golden State or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM CenterState has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMCenterState. The Board of Directors of ACE*COMM CenterState has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CenterState and its shareholders, has adopted and approved this Agreement advisable and the transactions contemplated hereby (including the Merger), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMCenterState’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the holders affirmative vote of a majority of the outstanding shares votes entitled to be cast on this Agreement by the holders of ACE*COMM CenterState Common Stock represented at a meeting called therefor (the ACE*COMM Special Meeting in person or “Requisite CenterState Vote”) and subject to the adoption and approval of the Bank Merger Agreement by proxyCenterState as CenterState Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CenterState are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CenterState and (assuming due authorization, execution and delivery by i3South State) constitutes a valid and binding obligation of ACE*COMMCenterState, enforceable against ACE*COMM CenterState in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub CenterState nor the consummation by ACE*COMM or Merger Sub CenterState of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by ACE*COMM or Merger Sub CenterState with any of the terms or provisions hereof, will (i) violate any provision of the CenterState Articles or the CenterState Bylaws or the articles or certificate of incorporation or bylaws (xor similar organizational documents) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any CenterState Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM CenterState or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM CenterState or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM CenterState or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or affecteddefaults that, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be expected to have a Material Adverse Effect on ACE*COMMCenterState.

Authority; No Violation. (a) ACE*COMM Each of Parent Holdings and FNH has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board each of Directors of ACE*COMM has declared the ACE*COMM Issuance Parent Holdings and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders andFNH, except for the approval of such matters by the holders sole stockholder of a majority Parent Holdings and by Parent Holdings and Ford as the stockholders of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyFNH, and no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) either Parent Holdings or FNH are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by i3each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of ACE*COMMeach of Parent Holdings and FNH, enforceable against ACE*COMM each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub CFB has full corporate power and authority to execute and deliver this the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder Merger Subof CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of Merger Sub are CFB will be necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Each of the Bank Merger Agreement has been and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by Merger Sub CFB and will (assuming due authorization, execution and delivery by i3the GFB) constitutes constitute a valid and binding obligation of Merger SubCFB, enforceable against Merger Sub CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by ACE*COMM Parent Holdings or FNH or the Bank Merger Sub Agreement and the Management Agreement by CFB, nor the consummation by ACE*COMM Parent Holdings, FNH or Merger Sub CFB, as applicable, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM Parent Holdings, FNH or Merger Sub CFB with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws By-Laws of Merger SubParent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Parent Holdings or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance encum- brance upon any of the respective properties or assets of ACE*COMM Parent Holdings or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Parent Holdings or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM has all requisite United and UNB have full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. United has a sufficient number of authorized but unissued shares of United Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMeach of United and UNB. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no UNB. No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place United and record date for the special meeting) UNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (except for the approval by United of the Bank Merger Agreement and except for any shareholder approval that may be required by the NASDAQ/NMS listing rules). This Agreement has been duly and validly executed and delivered by ACE*COMM United and (assuming due authorization, execution UNB and delivery by i3) constitutes a valid and binding obligation of ACE*COMMUnited and UNB, enforceable against ACE*COMM United and UNB in accordance with its terms, except as to the extent that enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally or the rights of creditors of federally-chartered banks, (ii) general equitable principles, and (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to the effect or availability of equitable remedies generallyor injunctive relief. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate Neither the transactions contemplated hereby and thereby. The execution and or delivery of this Agreement and nor the consummation by United and UNB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubUnited or the Articles of Association or Bylaws of UNB, or (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM United or Merger Sub UNB or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM United or Merger Sub under UNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM United or Merger Sub UNB is a party, or by which ACE*COMM United or Merger Sub UNB or any of their properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would the aggregate will not have a Material Adverse Effect material adverse effect on ACE*COMMthe business, operations, assets or financial condition of United and United's Subsidiaries on a consolidated basis, or the ability of United and UNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the OTS, the FRB, the New Jersey Secretary of State, the Delaware Secretary of State, the SEC, or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of United or UNB in connection with (a) the execution and delivery by United or UNB of this Agreement, (b) the consummation by United of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by UNB of the Bank Merger Agreement and the consummation by UNB of the Bank Merger and other transactions contemplated thereby. To United's knowledge, no fact or condition exists which United has reason to believe will prevent it or UNB from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) ACE*COMM TCPC has all requisite corporate power and Merger Sub has all limited liability company power and each of TCPC and Merger Sub has the authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary action of the TCPC Board and validly approved by the Board board of Directors managers of ACE*COMMMerger Sub. The TCPC Board (on the recommendation of Directors of ACE*COMM the TCPC Special Committee) has declared the ACE*COMM Issuance and unanimously (i) determined that (A) this Agreement and the terms of the Merger and the related Transactions are advisable and in the best interests of TCPC and (B) the interests of TCPC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) approved the TCPC Matters, (iv) directed that the ACE*COMM Issuance and this Agreement approval of the TCPC Matters be submitted to ACE*COMMTCPC’s stockholders for approval at a special duly held meeting of such stockholders and, except (the “TCPC Stockholders Meeting”) and (v) resolved to recommend that the stockholders of TCPC approve the TCPC Matters. Except for receipt of the approval of such matters by the holders of at least a majority of the outstanding shares of ACE*COMM TCPC Common Stock represented and voting to approve the TCPC Matters at the ACE*COMM Special TCPC Stockholders Meeting in person (the “TCPC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate or by proxy, no other corporate proceedings limited liability company action on the part of ACE*COMM (except for matters related to setting the date, time, place TCPC and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by ACE*COMM TCPC and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3BCIC and the Advisors) constitutes a the valid and binding obligation of each of TCPC and Merger Sub, enforceable against each of TCPC and Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsEnforceability Exception). (cb) Neither the execution and delivery of this Agreement by ACE*COMM TCPC or Merger Sub Sub, nor the consummation by ACE*COMM TCPC or Merger Sub of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by ACE*COMM TCPC or Merger Sub with any of the terms or provisions hereofSub, will (i) violate any provision of (x) the Amended and Restated Certificate TCPC Certificate, TCPC Bylaws or the certificate of Incorporation formation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws limited liability company agreement of Merger Sub, Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.3(a) and Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Laws Law or Order applicable to ACE*COMM or Merger Sub TCPC or any of their properties or assets, its Consolidated Subsidiaries or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM TCPC or Merger Sub under any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which ACE*COMM TCPC or Merger Sub any of its Consolidated Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be is bound or affected, except, in each casewith respect to clause (ii)(B), where any such violation, conflict, breach, loss, default, termination, cancellation cancellation, acceleration, consent, approval or acceleration creation that would not have not, individually or in the aggregate, reasonably be expected to be material to TCPC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on ACE*COMMwhole. Section 4.3(b) of the TCPC Disclosure Schedule sets forth, to TCPC’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub HBI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby this Agreement contemplates, subject to the receipt of the Requisite HBI Vote and therebyRequisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly and validly approved by the Board of Directors of and sole stockholder HBI. Except for the approval of the Merger Subpursuant to this Agreement as required under Maryland law by the affirmative vote of at least two-thirds of the outstanding shares of HBI Common Stock entitled to vote thereon (such affirmative shareholder vote, and the “Requisite HBI Vote”), no other corporate proceedings approvals on the part of Merger Sub HBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of HBI or HBI Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by Merger Sub and (HBI and, assuming the due authorization, execution and delivery of this Agreement by i3) FNB, constitutes a the valid and binding obligation of Merger SubHBI, enforceable against Merger Sub HBI in accordance with its terms, except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting creditors’ the rights of insured depository institutions or the rights of creditors generally and remedies generally. All the availability of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequitable remedies. (cb) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub HBI nor the consummation by ACE*COMM or Merger Sub HBI of the transactions contemplated herebythis Agreement contemplates, nor compliance by ACE*COMM or Merger Sub HBI with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation HBI Articles or Amended the HBI Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to ACE*COMM or Merger Sub HBI, any of the HBI Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM HBI or Merger Sub any of the HBI Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM HBI or Merger Sub any of the HBI Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations with respect to clause (ii) that are not reasonably likely to have, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMHBI.

Authority; No Violation. (a) ACE*COMM Continental has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMContinental (the “Continental Board”). The Continental Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are in the best interests of Continental and its stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMContinental’s stockholders for approval adoption at a special duly held meeting of such stockholders andfor such purpose (the “Continental Stockholders Meeting”). Except, except solely in the case of the Merger, for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Continental Common Stock represented at the ACE*COMM Special Continental Stockholders Meeting in person or by proxy(the “Continental Stockholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting Continental or any other vote by the date, time, place and record date for the special meeting) holders of any class or series of Continental Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by ACE*COMM Continental and (assuming due authorization, execution and delivery by i3the other parties hereto) constitutes a the valid and binding obligation of ACE*COMMContinental, enforceable against ACE*COMM Continental in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Continental nor the consummation by ACE*COMM or Merger Sub Continental of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Continental with any of the terms or provisions hereofof this Agreement, will (i) assuming (solely in the case of the Merger) that the Continental Stockholder Approval is obtained, violate any provision of (x) the Amended and Restated Certificate of Incorporation Continental Charter or Amended the Continental Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Laws Injunction or, assuming (solely in the case of the Merger) that the Continental Stockholder Approval is obtained, any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to ACE*COMM or Merger Sub Continental, any of the Continental Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Continental or Merger Sub under any of the Continental Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, Continental License, license, lease, agreement or other instrument or obligation to which ACE*COMM Continental or Merger Sub any of the Continental Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each casethe case of clause (ii), where for such violationviolations, conflictconflicts, breachbreaches, lossdefaults, defaultterminations, terminationrights of termination or cancelation, cancellation accelerations or acceleration Liens that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ACE*COMMContinental. Without limiting the generality of the foregoing, as of the date of this Agreement, Continental is not a party to, or subject to, any standstill agreement or similar agreement that restricts any Person from engaging in negotiations or discussions with Continental or from acquiring, or making any tender offer or exchange offer for, any equity securities issued by Continental or any Continental Voting Debt.

Authority; No Violation. (a) ACE*COMM Innes Street and Citizens Bank each has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority favorable vote of the outstanding shares Innes Street shareholders and receipt of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredall Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Innes Street and Citizens Bank and the consummation completion by Innes Street and Citizens Bank of the transactions contemplated hereby hereby, up to and including the Merger, have been duly and validly approved by the Board Boards of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance Innes Street and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders Citizens Bank, and, except for the approval of such matters by the holders shareholders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyInnes Street, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Innes Street or Citizens Bank are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM Innes Street and (assuming due authorizationCitizens Bank, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have Bank Merger has been duly and validly approved by the Board of Directors of and sole stockholder Merger SubCitizens Bank, and no other corporate proceedings on by Innes Street in its capacity as sole shareholder of Citizens Bank, and subject to approval by the part shareholders of Merger Sub are necessary to approve this Agreement or to consummate Innes Street and receipt of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorizationRegulatory Approvals, execution and delivery by i3) constitutes a the valid and binding obligation obligations of Merger SubInnes Street and Citizens Bank, enforceable against Merger Sub Innes Street and Citizens Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and remedies generally. All as to Citizens Bank, the conservatorship or receivership provisions of the outstanding shares FDIA, and subject, as to enforceability, to general principles of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity. (cA) Neither the The execution and delivery of this Agreement by ACE*COMM or Merger Sub nor Innes Street and Citizens Bank, (B) subject to receipt of all Regulatory Approvals, and the compliance by Innes Street and ▇▇▇▇▇▇ Bancorp with any conditions contained therein, and subject to the receipt of the approval of shareholders of Innes Street, the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (C) compliance by ACE*COMM or Merger Sub Innes Street and Citizens Bank with any all of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of (x) the Amended articles of incorporation or bylaws of Innes Street or the charter and Restated Certificate bylaws of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or Citizens Bank; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Innes Street or Merger Sub Citizens Bank or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM Innes Street or Merger Sub Citizens Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which ACE*COMM Innes Street or Merger Sub Citizens Bank is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would will not have a Material Adverse Effect on ACE*COMMInnes Street and Citizens Bank taken as a whole.

Authority; No Violation. (a) ACE*COMM Sunshine has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMSunshine. The Board of Directors of ACE*COMM Sunshine has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Sunshine and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMSunshine’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the holders affirmative vote of a the majority of the outstanding shares of ACE*COMM Sunshine Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite Sunshine Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe board of directors of Savings Bank and Sunshine as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Sunshine are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Sunshine and (assuming due authorization, execution and delivery by i3CenterState) constitutes a valid and binding obligation of ACE*COMMSunshine, enforceable against ACE*COMM Sunshine in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Sunshine nor the consummation by ACE*COMM or Merger Sub Sunshine of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Sunshine with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation Sunshine Articles or Amended Sunshine Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.05 are duly obtainedobtained and/or made, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Sunshine or Merger Sub Sunshine Subsidiary or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Sunshine or Merger Sub under Sunshine Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Sunshine or Merger Sub Sunshine Subsidiary is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be likely to have a Material Adverse Effect on ACE*COMMSunshine.

Authority; No Violation. (a) ACE*COMM Each of BANC ONE and Newco has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMeach of BANC ONE and Newco. As of the First Effective Time, BANC ONE, as sole stockholder of Newco, will have duly approved this Agreement and the transactions contemplated hereby. The Board of Directors of ACE*COMM BANC ONE has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders BANC ONE's shareholders for approval at a special meeting of such stockholders shareholders and, except for (i) the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM BANC ONE Common Stock, (ii) the issuance to BANC ONE of shares of Newco Common Stock, (iii) the increase in the number of shares of authorized capital stock of Newco contemplated by Section 7.12, (iv) the filing by Newco with the Delaware Secretary of certificates of designations with respect to the Newco New Preferred Stock represented at and (v) the ACE*COMM Special Meeting in person or approval by proxyBANC ONE contemplated by the prior sentence, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) BANC ONE or Newco are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM each of BANC ONE and Newco and (assuming due authorization, execution and delivery by i3FCN) constitutes a valid and binding obligation of ACE*COMMeach of BANC ONE and Newco, enforceable against ACE*COMM each of BANC ONE and Newco in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM BANC ONE or Merger Sub Newco, nor the consummation by ACE*COMM or Merger Sub BANC ONE of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub BANC ONE with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated BANC ONE Articles or Regulations, or the Newco Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubBylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM BANC ONE or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM BANC ONE or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM BANC ONE or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in each case, where such violation, conflict, breach, loss, default, termination, cancellation the aggregate will not have or acceleration would not be reasonably likely to have a Material Adverse Effect on ACE*COMMBANC ONE.

Authority; No Violation. (a) ACE*COMM Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of Oritani, and subject to the parties obtaining all necessary regulatory approvals, Oritani has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and the Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, Oritani’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are in the best interests of Oritani and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of Oritani approve this Agreement at the Oritani Shareholders Meeting (the “Oritani Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMOritani. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of ACE*COMM has declared the ACE*COMM Issuance Bank and this Agreement advisable and directed that by Oritani in its capacity as sole shareholder of the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except Bank. Except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting approvals described in person or by proxyparagraph (b) below, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting Oritani or the date, time, place and record date for the special meeting) Bank are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (Oritani and, assuming due authorization, and valid execution and delivery of this Agreement by i3) Valley, constitutes a valid and binding obligation of ACE*COMMOritani, enforceable against ACE*COMM Oritani in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power generally and authority subject, as to execute and deliver this Agreement and enforceability, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity. (cb) Neither the execution and delivery of this Agreement by ACE*COMM Oritani or the execution and delivery of the Bank Merger Sub Agreement by the Bank, nor the consummation by ACE*COMM or Merger Sub Oritani of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by the Bank of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by ACE*COMM or Merger Sub Oritani with any of the terms or provisions hereofhereof or compliance by the Bank with any of the terms of provisions thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubOritani Charter Documents, or (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Oritani or Merger Sub the Bank or any of their respective properties or assets, or (yiii) except as set forth in the Oritani Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledgeLien, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM Oritani or Merger Sub under the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Oritani or Merger Sub the Bank is a party, or by which ACE*COMM either or Merger Sub both of them or any of their respective properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually and in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would the aggregate will not have a Material Adverse Effect on ACE*COMMOritani. Except for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “FRB”), the NJDOBI, the New Jersey Department of Treasury, the Secretary of State of the State of Delaware, the SEC, NASDAQ and the shareholders of Oritani, or as listed in the Oritani Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Oritani, any third party are necessary on behalf of Oritani or the Bank in connection with (x) the execution and delivery by Oritani of this Agreement and (y) the consummation by Oritani of the transactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby. To the knowledge of Oritani, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) ACE*COMM FMB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of ACE*COMMFMB. The Board of Directors of ACE*COMM FMB has declared determined, subject to Section 5.14(h) of this Agreement, that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of FMB and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMFMB’s stockholders shareholders for approval (with the FMB Board of Directors’ recommendation in favor of approval) at a special meeting of such stockholders and, except the shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM FMB Common Stock represented at (the ACE*COMM Special Meeting in person or “Requisite FMB Vote”), and the adoption and approval of the Bank Merger Agreement by proxyFMB as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) FMB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM FMB and (assuming due authorization, execution and delivery by i3SYBT) constitutes a valid and binding obligation of ACE*COMMFMB, enforceable against ACE*COMM FMB in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub FMB nor the consummation by ACE*COMM or Merger Sub FMB of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by ACE*COMM or Merger Sub FMB with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate FMB Articles or FMB Bylaws or comparable governing documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any FMB Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM FMB or Merger Sub any FMB Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM FMB or Merger Sub under any FMB Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM FMB or Merger Sub any FMB Subsidiary is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, payments, rebates, reimbursements or affectedLiens which would not, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be expected to have a Material Adverse Effect on ACE*COMMFMB.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved and this Agreement duly adopted by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMthe Company’s stockholders shareholders for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement and the transactions contemplated hereby by the affirmative vote of (i) two-thirds of all the votes entitled to be cast by holders of outstanding Voting Common Stock and Non-Voting Common Stock considered together and (ii) a majority of votes cast by each of the outstanding shares of ACE*COMM Voting Common Stock represented at and Non-Voting Common Stock considered separately (the ACE*COMM Special Meeting in person or by proxy, “Company Shareholder Approval”) no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Parent) constitutes a the valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub the Company, nor the consummation by ACE*COMM or Merger Sub the Company of the Merger, the Bank Merger or the other transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate Company Articles, the Company Bylaws, or similar documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, Company’s Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws law, statute, rule, regulation, judgment, order, injunction or decree issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to ACE*COMM or Merger Sub the Company, any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM the Company or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which ACE*COMM the Company or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM Umpqua has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers and the Bank Merger) have been duly and validly approved by the Board of Directors of ACE*COMMUmpqua. The Board of Directors of ACE*COMM Umpqua has declared determined that the ACE*COMM Issuance Mergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is in the best interests of Umpqua and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMUmpqua’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of such matters this Agreement by the holders of a majority of the outstanding shares of ACE*COMM Umpqua Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or “Requisite Umpqua Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by proxythe Board of Directors of Umpqua Bank and the approval of the Bank Merger Agreement by Umpqua as Umpqua Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Umpqua are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Umpqua and (assuming due authorization, execution and delivery by i3Columbia and Merger Sub) constitutes a valid and binding obligation of ACE*COMMUmpqua, enforceable against ACE*COMM Umpqua in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Umpqua nor the consummation by ACE*COMM or Merger Sub Umpqua of the transactions contemplated hereby, including the Mergers and the Bank Merger, nor compliance by ACE*COMM or Merger Sub Umpqua with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation Umpqua Articles or Amended the Umpqua Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Umpqua or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Umpqua or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Umpqua or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be expected to have a Material Adverse Effect on ACE*COMMUmpqua.

Authority; No Violation. (a) ACE*COMM has all requisite Company and Great American have full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting required regulatory and stockholder approvals set forth in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredSection 3.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of ACE*COMMCompany and Great American. The Board of Directors of ACE*COMM Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders the Company Stockholders for approval at a special meeting of such stockholders the Special Meeting and, except for the approval adoption of such matters this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany Stockholders, no other corporate proceedings on the part of ACE*COMM Company or Great American (except for matters related to setting the date, time, place and record date for the special meetingSpecial Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM Company and Great American and (assuming due authorization, execution and delivery by i3Purchaser and FCB of this Agreement) constitutes is a valid and binding obligation of ACE*COMMCompany and Great American, enforceable against ACE*COMM each of Company and Great American in accordance with its terms, except as enforcement may be limited by (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity whether applied in a court of law or a court of equity and by (iii) bankruptcy, insolvency and similar laws Laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Company and Great American, nor the consummation by ACE*COMM or Merger Sub Company and Great American of the transactions contemplated hereby, nor compliance by ACE*COMM Company or Merger Sub Great American with any of the terms or provisions hereof, will (either with or without the giving of notice of the passing of time or both) (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, Company or the organizational documents of any Company Subsidiary or (ii) assuming that subject to the consents receipt of the required regulatory and stockholder approvals referred to set forth in Section 4.4 are duly obtained3.5 and the third-party consents set forth in Section 3.3(b) of the Company Disclosure Schedule, (xA) violate in any Laws material respect any Law applicable to ACE*COMM Company or Merger Sub any Company Subsidiary, or any of their respective properties or assets, or (yB) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Company or Merger Sub any Company Subsidiary is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except(C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in each case, where such violation, conflict, breach, loss, default, termination, cancellation the creation of any Lien upon any of the respective properties or acceleration would not have a Material Adverse Effect on ACE*COMMassets of Company or any Company Subsidiary.

Authority; No Violation. (a) ACE*COMM MDLY has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredMDLY Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by MDLY Board. MDLY Board, acting upon the Board recommendation of Directors of ACE*COMM. The Board of Directors of ACE*COMM the MDLY Special Committee, has declared the ACE*COMM Issuance and unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and directed fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv)recommended that the ACE*COMM Issuance stockholders of MDLY approve the adoption of this Agreement, and this Agreement be submitted (v) resolved to ACE*COMM’s stockholders for approval at a special meeting of include such stockholders and, except recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of such matters MDLY Matters by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of ACE*COMM MDLY Common Stock represented entitled to vote at such meeting (the ACE*COMM Special Meeting in person or by proxy“MDLY Stockholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MDLY are necessary to approve the Merger, this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM MDLY and (assuming due authorization, execution and delivery by i3SIC) constitutes a the valid and binding obligation of ACE*COMMMDLY, enforceable against ACE*COMM MDLY in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub MDLY nor the consummation by ACE*COMM or Merger Sub MDLY of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub MDLY with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated MDLY Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubMDLY Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Laws Applicable Law applicable to ACE*COMM MDLY or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on MDLY, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM MDLY or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which ACE*COMM MDLY or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be is bound or affected(collectively, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMthe “MDLY Contracts”).

Authority; No Violation. (a) ACE*COMM First Place has all requisite full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMFirst Place. The Board of Directors of ACE*COMM First Place has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMFirst Place’s stockholders for approval adoption at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority First Place’s stockholders, the board appointment of the outstanding shares of ACE*COMM Common Stock represented at Camco Designees and action to be taken to complete the ACE*COMM Special Meeting in person or by proxySubsidiary Merger, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) First Place are necessary to approve this the Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM First Place and (assuming due authorization, execution and delivery by i3Camco) constitutes a valid and binding obligation of ACE*COMMFirst Place, enforceable against ACE*COMM First Place in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub The Bank has full corporate power and authority to execute execute, deliver and deliver this perform its obligations under the Bank Merger Agreement and to consummate the transactions Subsidiary Merger contemplated hereby and thereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board board of Directors directors of the Bank and approved by the sole stockholder Merger Sub, and no of the Bank. No other corporate proceedings on the part of Merger Sub are the Bank will be necessary to approve this Agreement or to consummate the transactions contemplated herebyby the Bank Merger Agreement. This The Bank Merger Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3Camco Bank) constitutes will constitute a valid and binding obligation of Merger Subthe Bank, enforceable against Merger Sub the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither Except as set forth in Schedule 4.3(c) of the First Place Disclosure Schedules, neither the execution and delivery of this Agreement by ACE*COMM First Place or the Bank Merger Sub Agreement by the Bank, nor the consummation by ACE*COMM First Place or Merger Sub the Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM First Place or Merger Sub the Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, their respective governing documents or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM First Place or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM First Place or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM First Place or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such except for any violation, conflict, breach, lossdefault, defaultacceleration, termination, modification or cancellation which, individually or acceleration in the aggregate, would not have a Material Adverse Effect on ACE*COMMFirst Place or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) ACE*COMM First Priority has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or this Agreement by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredFirst Priority’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by First Priority and the consummation by First Priority of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance First Priority, and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (First Priority, except for matters related to setting the dateapproval of the First Priority shareholders, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM First Priority and, subject to (i) approval by the shareholders of First Priority, (ii) receipt of the Regulatory Approvals, and (assuming iii) due authorization, and valid execution and delivery of this Agreement by i3) Mid Penn, constitutes a the valid and binding obligation of ACE*COMMFirst Priority, enforceable against ACE*COMM First Priority in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally and by general principles of equity whether applied equity. Subject to receipt of the Regulatory Approvals, the Bank Plan of Merger, upon its execution and delivery by First Priority Bank concurrently with, or as soon as practicable after, the execution and delivery of this Agreement, will constitute the valid and binding obligation of First Priority Bank, enforceable against First Priority Bank, subject to due and valid execution and delivery of the Bank Plan of Merger by Mid Penn Bank, in a court of law or a court of equity and by accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and remedies generallysubject, as to enforceability, to general principles of equity. (b) Merger Sub has full corporate power and authority Subject to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery receipt of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved Regulatory Approvals, approval by the Board required vote of Directors of First Priority’s and sole stockholder Merger SubMid Penn’s shareholders and First Priority’s and Mid Penn’s compliance with any conditions contained therein, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3i) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor First Priority, (ii) the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (iii) compliance by ACE*COMM or Merger Sub First Priority with any of the terms or provisions hereofhereof will not (A) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of First Priority, will (iB) violate any provision of (x) the Amended and Restated Certificate of Incorporation statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws injunction applicable to ACE*COMM or Merger Sub First Priority or any of their its properties or assets, or (yC) except as set forth in First Priority Disclosure Schedule 4.3(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM or Merger Sub First Priority under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM or Merger Sub First Priority is a party, or by which ACE*COMM or Merger Sub First Priority or any of their its properties or assets may be bound or affected, except, with respect to (B) and (C), for any violations, conflicts, breaches, defaults or other occurrences which would not, individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have constitute a Material Adverse Effect on ACE*COMMEffect.

Authority; No Violation. (a) ACE*COMM Anchor has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMAnchor. The Board of Directors of ACE*COMM Anchor has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, are in the best interests of Anchor and its shareholders and has directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMAnchor’s stockholders shareholders for approval adoption at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of such matters this Agreement by the affirmative vote of holders of Anchor Common Stock who are entitled to cast at least a majority of the outstanding shares votes which all holders of ACE*COMM Anchor Common Stock represented at are entitled to cast on the ACE*COMM Special Meeting in person or matter (the “Requisite Anchor Vote”), and the adoption and approval of the Bank Merger Agreement by proxythe board of directors of AnchorBank and Anchor as its sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Anchor are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Anchor and (assuming due authorization, execution and delivery by i3Old National) constitutes a valid and binding obligation of ACE*COMMAnchor, enforceable against ACE*COMM Anchor in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Anchor nor the consummation by ACE*COMM or Merger Sub Anchor of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Anchor with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Anchor Certificate of Incorporation or Amended the Anchor Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Anchor or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Anchor or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Anchor or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches terminations, cancellations, accelerations, creations or affecteddefaults which, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be likely to have a Material Adverse Effect on ACE*COMMAnchor.

Authority; No Violation. (a) ACE*COMM Vantage has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly authorized and validly approved by the Board of Directors of ACE*COMMVantage Board. The Vantage Board of Directors of ACE*COMM has declared determined that the ACE*COMM Issuance Vantage Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of Vantage and its stockholders, and that the Agreement and the transactions contemplated hereby are at a price and terms that are fair to and in the best interest of Vantage and its stockholders. The Vantage Board has directed that the ACE*COMM Issuance Vantage Merger, on substantially the terms and conditions set forth in this Agreement Agreement, be submitted to ACE*COMMVantage’s stockholders for approval consideration at a special duly held meeting of such stockholders and, except and has recommended that Vantage’s stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM Vantage Common Stock represented entitled to vote at the ACE*COMM Special Meeting in person or by proxysuch meeting, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Vantage are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Vantage and (assuming due authorization, execution and delivery by i3Yadkin) constitutes a the valid and binding obligation of ACE*COMMVantage, enforceable against ACE*COMM Vantage in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Vantage, nor the consummation by ACE*COMM or Merger Sub Vantage of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Vantage with any of the terms or provisions hereofof this Agreement, will (i) assuming that stockholder approval referred to in Section 4.3(a) has been obtained, violate any provision of (x) the Amended and Restated Vantage Certificate of Incorporation or Amended the Vantage Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to ACE*COMM or Merger Sub Vantage, any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Vantage or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Vantage or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM AMNB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of ACE*COMMAMNB. The Board of Directors of ACE*COMM AMNB has declared the ACE*COMM Issuance and determined that this Agreement and the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of AMNB and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMAMNB’s stockholders shareholders as required by applicable law and the AMNB Articles and the AMNB Bylaws for approval at a special duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the required approval of such matters this Agreement by the affirmative vote of the holders of a majority more than two-thirds of the outstanding shares of ACE*COMM AMNB Common Stock represented at entitled to vote on this Agreement (the ACE*COMM Special Meeting in person or by proxy“Requisite AMNB Vote”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) AMNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM AMNB and (assuming due authorization, execution and delivery by i3Buyer) constitutes a valid and binding obligation of ACE*COMMAMNB, enforceable against ACE*COMM AMNB in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority Subject to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation receipt of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubRequisite AMNB Vote, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub AMNB nor the consummation by ACE*COMM or Merger Sub AMNB of the transactions contemplated herebyhereby (including the Mergers), nor compliance by ACE*COMM or Merger Sub AMNB with any of the terms or provisions hereof, will (i) violate any provision of the AMNB Articles, the AMNB Bylaws or the articles or certificate of incorporation or bylaws (xor similar organizational documents) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any AMNB Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 3.5 are duly obtained, (xA) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM AMNB or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM AMNB or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM AMNB or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clause (B) above) for such violations, conflicts, breaches or affecteddefaults that, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ACE*COMMAMNB.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval the adoption of a majority this Agreement and the Merger by holders of the outstanding shares of ACE*COMM Company Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredStock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board the Company (the “Company Board”) and no other corporate proceedings on the part of Directors of ACE*COMM has declared the ACE*COMM Issuance and Company are necessary to approve this Agreement advisable and directed that to consummate the ACE*COMM Issuance and this Agreement be submitted transactions contemplated hereby (other than, with respect to ACE*COMM’s stockholders for approval at a special meeting of such stockholders andthe Merger, except for obtaining the approval of such matters this Agreement by the affirmative vote of holders of a majority of the outstanding shares of ACE*COMM Company Common Stock represented at entitled to vote in accordance with the ACE*COMM Special Meeting in person or by proxyDGCL, no other corporate proceedings on the part certificate of ACE*COMM incorporation of the Company and the bylaws of the Company (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby“Company Stockholder Approval”)). This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3the Buyer) this Agreement constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws Laws affecting creditors’ rights and remedies generally. (b) Merger Sub The Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, the Bank (the “Bank Board”) and no other corporate proceedings on the part of Merger Sub the Bank are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub the Bank and (assuming due authorization, execution and delivery by i3the Buyer) this Agreement constitutes a valid and binding obligation of Merger Subthe Bank, enforceable against Merger Sub the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws Laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM the Company or Merger Sub the Bank, nor the consummation by ACE*COMM the Company or Merger Sub the Bank of the transactions contemplated hereby, nor compliance by ACE*COMM the Company or Merger Sub the Bank with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate certificate of Incorporation incorporation, bylaws or Amended Bylaws similar governing documents of ACE*COMM the Company or (y) the Certificate any of Incorporation or Bylaws of Merger Subits Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (xA) violate any Laws Law (or with respect to the Company or any of its Subsidiaries, any directive, policy or guideline of any Governmental Entity which has jurisdiction over the Company or any of its Subsidiaries) or Judgment applicable to ACE*COMM the Company or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Encumbrance upon any of the respective properties or assets of ACE*COMM the Company or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM the Company or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each casethe case of clause (B), where for such violationviolations, conflictconflicts, breachdefaults, lossterminations, default, termination, cancellation accelerations and Encumbrances which are described with particularity in Section 3.3(c) of the Company Disclosure Schedule or acceleration would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ACE*COMMthe Company.

Authority; No Violation. (a) ACE*COMM MDLY has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredMDLY Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of ACE*COMMMDLY Board. The Board MDLY Board, acting upon the recommendation of Directors of ACE*COMM the MDLY Special Committee, has declared the ACE*COMM Issuance and unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and directed fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv) recommended that the ACE*COMM Issuance stockholders of MDLY approve the adoption of this Agreement, and this Agreement be submitted (v) resolved to ACE*COMM’s stockholders for approval at a special meeting of include such stockholders and, except recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of such matters MDLY Matters by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of ACE*COMM MDLY Common Stock represented entitled to vote at such meeting (the ACE*COMM Special Meeting in person or by proxy“MDLY Stockholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MDLY are necessary to approve the Merger, this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM MDLY and (assuming due authorization, execution and delivery by i3SIC) constitutes a the valid and binding obligation of ACE*COMMMDLY, enforceable against ACE*COMM MDLY in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub MDLY nor the consummation by ACE*COMM or Merger Sub MDLY of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub MDLY with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated MDLY Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubMDLY Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Laws Applicable Law applicable to ACE*COMM MDLY or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on MDLY, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM MDLY or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which ACE*COMM MDLY or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be is bound or affected(collectively, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMthe “MDLY Contracts”).

Authority; No Violation. (a) ACE*COMM MOFG has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredshareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of ACE*COMMMOFG. The Board of Directors of ACE*COMM MOFG has declared determined, by the ACE*COMM Issuance unanimous vote of directors present at the applicable meeting, that the transactions contemplated hereby (including the Merger and the Bank Merger), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of MOFG and its shareholders, has approved this Agreement advisable and the transactions contemplated hereby (including the Merger and the Bank Merger), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMMOFG’s stockholders shareholders for approval at a special meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM MOFG Common Stock represented at entitled to vote on such matter (the ACE*COMM Special Meeting in person or “Requisite MOFG Vote”), and the approval of the Bank Merger Agreement by proxyMOFG as MOFG Bank’s sole shareholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) MOFG are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of MOFG of an advisory (non-binding) vote on the compensation that may be paid or become payable to MOFG’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by ACE*COMM MOFG and (assuming due authorization, execution and delivery by i3NIC) constitutes a valid and binding obligation of ACE*COMMMOFG, enforceable against ACE*COMM MOFG in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub MOFG nor the consummation by ACE*COMM or Merger Sub MOFG of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by ACE*COMM or Merger Sub MOFG with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate MOFG Articles, the MOFG Bylaws or the organizational documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Subany MOFG Subsidiary, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM MOFG or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM MOFG or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM MOFG or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations that, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be expected to have a Material Adverse Effect on ACE*COMMMOFG.

Authority; No Violation. (a) ACE*COMM 4.4.1 FENB has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at Regulatory Approvals and the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredShareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FENB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly duly, validly, and validly unanimously approved by the FENB Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (FENB, except for matters related to setting Shareholder Approvals and other actions contemplated by this Agreement such as the datetermination of certain FENB Compensation and Benefit Plans, time, place and record date for the special meeting) are is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. 4.4.2 The FENB Board has adopted resolutions recommending that shareholders of FENB approve and ratify this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of FENB has been taken, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals. The resolutions of the FENB Board recommending that shareholders of FENB approve and ratify this Agreement has not been rescinded, modified or revoked and are, as of the Agreement Date and shall be at the Effective Time, in full force and effect, unless modified or withdrawn as provided in Section 6.10.2. 4.4.3 This Agreement has been duly and validly executed and delivered by ACE*COMM FENB, and, subject to Shareholder Approvals and (assuming Regulatory Approvals and the due authorization, and valid execution and delivery of this Agreement by i3) CUNB and CUB, constitutes a the valid and binding obligation of ACE*COMMFENB, enforceable against ACE*COMM it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws Laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary subject, as to approve this Agreement or enforceability, to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All Section 8(b)(6)(D) of the outstanding shares of Merger Sub common stockFederal Deposit Insurance Act, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations12 U.S.C. Section 1818(b)(6)(D) (as applicable). 4.4.4 Except as listed on FENB Disclosure Schedule 4.4.4, subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (ci) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor FENB, (ii) the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (iii) compliance by ACE*COMM or Merger Sub FENB with any all of the terms and provisions hereof will not: (A) conflict with or provisions hereof, will (i) violate result in a breach of any provision of (x) the Amended and Restated Certificate Articles of Incorporation or Amended Bylaws bylaws of ACE*COMM or FENB; (yB) to the Certificate Knowledge of Incorporation or Bylaws of Merger SubFENB, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM or Merger Sub FENB or any of their its properties or assets, ; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub FENB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which ACE*COMM or Merger Sub FENB is a party, or by which ACE*COMM or Merger Sub they or any of their FENB’s properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults under clause (iii)(B) or (iii)(C) hereof which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would will not have a Material Adverse Effect on ACE*COMMFENB taken as a whole.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub MBNA has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the Board of Directors of MBNA. The Board of Directors of MBNA has determined that the Merger, on substantially the terms and sole stockholder Merger Subconditions set forth in this Agreement, is advisable and in the best interests of MBNA and its stockholders and has directed that the Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to MBNA’s stockholders for consideration at a duly held meeting of such stockholders and, except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of MBNA Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Merger Sub MBNA are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Merger Sub MBNA and (assuming due authorization, execution and delivery by i3Bank of America) constitutes a constitute the valid and binding obligation of Merger SubMBNA, enforceable against Merger Sub MBNA in accordance with its terms, their terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity). (cb) Neither the execution and delivery of this Agreement or the Stock Option Agreement by ACE*COMM or Merger Sub MBNA nor the consummation by ACE*COMM or Merger Sub MBNA of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM or Merger Sub MBNA with any of the terms or provisions hereofof this Agreement or the Stock Option Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation MBNA Charter or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, MBNA By-laws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to ACE*COMM or Merger Sub MBNA, any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM MBNA or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, MBNA Securitization Document, affinity or other partnership or joint marketing agreement, agreement, by-law, rule or regulation of any Credit Card Association, agreement with the American Express Company, other agreement or other instrument or obligation to which ACE*COMM MBNA or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub PSB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby hereby. First Penn has full corporate power and therebyauthority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by PSB and the consummation by PSB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubPSB and, and no other corporate proceedings on the part of Merger Sub PSB are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorizationPSB and, execution and delivery by i3) subject to the receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, constitutes a the valid and binding obligation of Merger SubPSB, enforceable against Merger Sub PSB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and remedies generallysubject, as to enforceability, to general principles of equity. All The Bank Plan of Merger, upon its execution and delivery by First Penn concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of First Penn, enforceable against First Penn in accordance with its terms, subject to applicable conservatorship and receivership provisions of the outstanding shares FDIA, or insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity. (ci) Neither the The execution and delivery of this Agreement by ACE*COMM or PSB, (ii) the execution and delivery of the Bank Plan of Merger Sub nor by First Penn, (iii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and JADE's and PSB's compliance with any conditions contained therein, the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (iv) compliance by ACE*COMM or Merger Sub PSB with any of the terms or provisions hereofhereof or of the Bank Plan of Merger will not (A) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of PSB or any PSB Subsidiary or the articles of incorporation or bylaws of First Penn, will (iB) violate any provision of (x) the Amended and Restated Certificate of Incorporation statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws injunction applicable to ACE*COMM PSB or Merger Sub any PSB Subsidiary or any of their respective properties or assets, ; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM PSB or Merger Sub under any PSB Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM PSB or Merger Sub any PSB Subsidiary is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults under clause (B) or (C) hereof which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would will not have a Material Adverse Effect on ACE*COMMPSB.

Authority; No Violation. (a) ACE*COMM GBDC 3 has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board GBDC 3 Board, including, after separate meetings and discussion, all of the Independent Directors of GBDC 3. The GBDC 3 Board, including, after separate meetings and sole stockholder discussion, all of the Independent Directors of GBDC 3, has unanimously (i) determined that (A) this Agreement and the terms of the Merger Suband the Transactions are advisable and in the best interests of GBDC 3 and (B) the interests of GBDC 3’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the GBDC 3 Matters, (iii) directed that the GBDC 3 Matters be submitted to GBDC 3’s stockholders for approval at a duly held meeting of such stockholders (the “GBDC 3 Stockholders Meeting”) and no (iv) resolved to recommend that the stockholders of GBDC 3 adopt and approve the GBDC 3 Matters (such recommendation, the “GBDC 3 Board Recommendation”). Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the matter by the holders of outstanding shares of GBDC 3 Common Stock to approve the GBDC 3 Matters at a duly held meeting of GBDC 3 stockholders (the “GBDC 3 Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyGBDC 3. This Agreement has been duly and validly executed and delivered by Merger Sub GBDC 3 and (assuming due authorization, execution and delivery by i3GBDC, Merger Sub, and GC Advisors) constitutes a the valid and binding obligation of Merger SubGBDC 3, enforceable against Merger Sub GBDC 3 in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsEquity Exception”)). (cb) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub GBDC 3, nor the consummation by ACE*COMM or Merger Sub GBDC 3 of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by ACE*COMM or Merger Sub with any of the terms or provisions hereofGBDC 3, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation GBDC 3 Charter or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubGBDC 3 Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws Law or Order applicable to ACE*COMM or Merger Sub GBDC 3 or any of their properties or assets, its Consolidated Subsidiaries or (yB) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM GBDC 3 or Merger Sub under any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which ACE*COMM GBDC 3 or Merger Sub any of its Consolidated Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be is bound or affected, except, in each casewith respect to clause (ii)(B), where any such violation, conflict, breach, loss, default, termination, cancellation cancellation, acceleration, consent, approval or acceleration creation that would not have not, individually or in the aggregate, reasonably be expected to be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect on ACE*COMMwhole. Section 3.3(b) of the GBDC 3 Disclosure Schedule sets forth, to GBDC 3’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) ACE*COMM Nutmeg has all requisite full corporate power and corporate authority to execute and deliver this Agreement, the Bank Merger Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Bank Merger Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMMNutmeg. The Board of Directors of ACE*COMM Nutmeg has declared the ACE*COMM Issuance and this Agreement advisable and directed that this Agreement, the ACE*COMM Issuance Merger and this Agreement the other transactions contemplated hereby be submitted to ACE*COMM’s stockholders Nutmeg's shareholders for approval at a special meeting of such stockholders the Special Meeting and, except for the approval of such matters this Agreement, the Merger and the other transactions contemplated hereby by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyNutmeg's shareholders, no other corporate proceedings on the part of ACE*COMM Nutmeg (except for matters related to setting the date, time, place and record date for the special meetingSpecial Meeting) are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Bank Merger Agreement and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM Nutmeg and (assuming due authorization, execution and delivery by i3NewMil and New Milford Savings Bank of this Agreement, by New Milford Savings Bank of the Bank Merger Agreement, and by NewMil of the Option Agreement) constitutes a will constitute valid and binding obligation obligations of ACE*COMMNutmeg, enforceable against ACE*COMM Nutmeg in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ creditors rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement, the Bank Merger Agreement or the Option Agreement by ACE*COMM or Merger Sub Nutmeg, nor the consummation by ACE*COMM or Merger Sub Nutmeg of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM or Merger Sub Nutmeg with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubNutmeg, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4(a) hereof are duly obtained, (x) violate any Laws (as defined in Section 9.13 hereof) applicable to ACE*COMM or Merger Sub Nutmeg, or any of their its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub under Nutmeg under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM or Merger Sub Nutmeg is a party, or by which ACE*COMM or Merger Sub it or any of their its properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub JADE has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby hereby. IGA has full corporate power and therebyauthority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by JADE and the consummation by JADE of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubJADE and, and except for approval by the shareholders of JADE, no other corporate proceedings on the part of Merger Sub JADE are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub JADE and, subject to approval of the shareholders of JADE and (assuming due authorizationreceipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof, execution and delivery by i3) constitutes a the valid and binding obligation of Merger SubJADE, enforceable against Merger Sub JADE in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and remedies generallysubject, as to enforceability, to general principles of equity. All The Bank Plan of Merger, upon its execution and delivery by IGA concurrently with the execution and delivery of this Agreement, will constitute the valid and binding obligation of IGA, enforceable against IGA in accordance with its terms, subject to applicable conservatorship or receivership provisions of the outstanding shares FDIA, or insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity. (ci) Neither the The execution and delivery of this Agreement by ACE*COMM or JADE, (ii) the execution and delivery of the Bank Plan of Merger Sub nor by IGA, (iii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and JADE's and PSB's compliance with any conditions contained therein, the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (iv) compliance by ACE*COMM or Merger Sub JADE with any of the terms or provisions hereof, will not (iA) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of JADE; (B) violate any provision of (x) the Amended and Restated Certificate of Incorporation statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws injunction applicable to ACE*COMM or Merger Sub JADE or any of their its properties or assets, ; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub under JADE under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which ACE*COMM or Merger Sub JADE is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults under clause (B) or (C) hereof which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would will not have a Material Adverse Effect on ACE*COMMJADE.

Authority; No Violation. (a) ACE*COMM FFY has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMFFY. The Board of Directors of ACE*COMM FFY has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s FFY's stockholders for approval adoption at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders requisite vote of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyFFY's stockholders, no other corporate proceedings (except for regulatory approvals) on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) FFY are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM FFY and (assuming due authorization, execution and delivery by i3First Place) constitutes a valid and binding obligation of ACE*COMMFFY, enforceable against ACE*COMM FFY in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub FFY Bank has full corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of FFY Bank. Upon the due and valid approval of the Bank Merger Agreement by FFY as the sole stockholder Merger Subof FFY Bank and by the Board of Directors of FFY Bank, and no other corporate proceedings on the part of Merger Sub are FFY Bank will be necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by FFY Bank, will be duly and validly executed and delivered by Merger Sub FFY Bank and will (assuming due authorization, execution and delivery by i3the Association) constitutes constitute a valid and binding obligation of Merger SubFFY Bank, enforceable against Merger Sub FFY Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither Except as set forth in Section 3.3(c) of the FFY Disclosure Schedule, neither the execution and delivery of this Agreement by ACE*COMM FFY or the Bank Merger Sub Agreement by FFY Bank, nor the consummation by ACE*COMM FFY or Merger Sub FFY Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM FFY or Merger Sub FFY Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws By-Laws of Merger SubFFY or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM FFY or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM FFY or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM FFY or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM Providian has all requisite full corporate power and authority to execute and deliver this Agreement andand to consummate, subject and cause PNB to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredconsummate, to consummate the transactions contemplated hereby. The Board of Directors of Providian at a duly held meeting has (i) determined that this Agreement, the Merger and the Subsidiary Merger are fair to and in the best interests of Providian and its stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board (iii) recommended that stockholders of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and Providian adopt this Agreement advisable and directed that such matter be submitted for consideration by Providian’s stockholders at the ACE*COMM Issuance and Providian Stockholders Meeting (as hereinafter defined). Except for the adoption of this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting by the affirmative vote of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Providian Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Providian are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Providian and (assuming due authorization, execution and delivery by i3Washington Mutual) constitutes a valid and binding obligation of ACE*COMMProvidian, enforceable against ACE*COMM Providian in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Providian nor the consummation by ACE*COMM or Merger Sub Providian of the transactions contemplated herebyhereby (including the Merger and the Subsidiary Merger), nor compliance by ACE*COMM or Merger Sub Providian with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, Providian or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained or made, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Providian or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Providian or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Providian or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration will not have and would not reasonably be expected to have a Material Adverse Effect on ACE*COMMProvidian.

Authority; No Violation. (a) ACE*COMM Empire has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMEmpire. The Board of Directors of ACE*COMM Empire, at a meeting duly called and held, has declared the ACE*COMM Issuance and determined that this Agreement advisable and directed the transactions contemplated hereby are fair to and in the best interests of the Empire stockholders and resolved to recommend that the ACE*COMM Issuance and holders of the Empire Common Stock adopt this Agreement. Except for the adoption of this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for by the approval of such matters affirmative vote by the holders of a majority of the outstanding shares of ACE*COMM Empire Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM Empire (except for matters related to setting the date, time, place and record date for the special said meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Empire and (assuming due authorization, execution and delivery by i3Sterling of this Agreement) this Agreement constitutes a valid and binding obligation of ACE*COMMEmpire, enforceable against ACE*COMM Empire in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance and similar Laws affecting creditors' rights and remedies generally. (b) Empire Bank has full corporate or other power and authority to execute and deliver the Institution Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Institution Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Empire Bank, and by Empire as the sole stockholder of Empire Bank prior to the Effective Time. All corporate proceedings on the part of Empire Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, upon execution and delivery by Empire Bank, will be duly and validly executed and delivered by Empire Bank and will (assuming due authorization, execution and delivery by Sterling Savings Bank) constitute a valid and binding obligation of Empire Bank, enforceable against Empire Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws Laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM Empire or the Institution Merger Sub Agreement by Empire Bank, nor the consummation by ACE*COMM Empire or Merger Sub its Subsidiaries, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM Empire or Merger Sub its Subsidiaries with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate or Articles of Incorporation or Bylaws of Merger SubEmpire or its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any Laws applicable to ACE*COMM Empire or Merger Sub its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM Empire or Merger Sub any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Empire or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected. (d) For the purposes of this Agreement, except"Laws" shall mean any and all statutes, in each caselaws, where such violationordinances, conflictrules, breachregulations and other rules of law enacted, losspromulgated or issued by any court, defaultadministrative agency or commission or other governmental authority or instrumentality or self-regulatory organization including, terminationwithout limitation, cancellation or acceleration would not have the OTS, the FDIC, the SEC and any self-regulatory organization (each, a Material Adverse Effect on ACE*COMM"Governmental Entity").

Authority; No Violation. (a) ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub FCB has full corporate power and authority to execute and deliver each of this Agreement Agreement, the Plan of Merger and the Option Agreements, subject to shareholder and regulatory approvals, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Plan of Merger and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of FCB. The Board of Directors of FCB has directed that this Agreement and sole stockholder the Plan of Merger Suband the transactions contemplated hereby and thereby be submitted to FCB's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby by the affirmative vote of the holders of a majority of the outstanding shares of FCB Common Stock, no other corporate proceedings on the part of Merger Sub FCB are necessary to approve this Agreement or Agreement, the Plan of Merger and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreements have been duly and validly executed and delivered by Merger Sub FCB and (assuming due authorization, execution and delivery by i3OSB) constitutes constitute valid and binding obligations of FCB, enforceable against FCB in accordance with their respective terms. Furthermore, the Plan of Merger, when executed and delivered by FCB and (assuming due authorization, execution and delivery by OSB), shall constitute a valid and binding obligation of Merger SubFCB, enforceable against Merger Sub FCB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub or any of their properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM or Merger Sub is a party, or by which ACE*COMM or Merger Sub or any of their properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM Buyer has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger, (ii) the possible requirement that the shareholders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which Buyer approve the issuance of the shares of ACE*COMM Buyer Common Stock hereunder and (ii) the other approvals listed in Section 4.4, to consummate the transactions contemplated hereby. Buyer Subsidiary Bank has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger contemplated hereby and (ii) the “ACE*COMM Issuance”) is consideredother approvals listed in Section 4.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMBuyer. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM has declared Buyer Subsidiary Bank. Subject to the ACE*COMM Issuance and this Agreement advisable and directed possible requirement that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting shareholders of such stockholders and, except for Buyer approve the approval issuance of such matters by the holders of a majority of the outstanding shares of ACE*COMM Buyer Common Stock represented at the ACE*COMM Special Meeting in person or by proxyhereunder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Buyer or Buyer Subsidiary Bank are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Buyer and Buyer Subsidiary Bank and (assuming due authorization, execution and delivery by i3the Company) this Agreement constitutes a valid and binding obligation of ACE*COMMBuyer and Buyer Subsidiary Bank, enforceable against ACE*COMM Buyer and Buyer Subsidiary Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM Buyer or Merger Sub Buyer Subsidiary Bank, nor the consummation by ACE*COMM Buyer or Merger Sub Buyer Subsidiary Bank of the transactions contemplated hereby, nor compliance by ACE*COMM Buyer or Merger Sub Buyer Subsidiary Bank with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws By-Laws of Merger SubBuyer or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Buyer or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM Buyer or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Buyer or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, with respect to (x) and (y) above, such as individually or in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would the aggregate will not have a Material Adverse Effect on ACE*COMMBuyer.

Authority; No Violation. (a) ACE*COMM Northfield has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredstockholder approvals and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of ACE*COMMNorthfield. The Board of Directors of ACE*COMM N▇▇▇▇▇▇▇▇▇, acting with the approval of not less than a majority of the number of members of the Board of Directors, has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Northfield and its stockholders, has adopted and approved this Agreement advisable and the transactions contemplated hereby (including the Merger), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMMNorthfield’s stockholders for approval at a special meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a majority of all votes entitled to be cast at a meeting called therefor (the outstanding shares “Requisite Northfield Vote”), and subject to the adoption and approval of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or Bank Merger Agreement by proxythe Board of Directors of Northfield Bank and Northfield as Northfield Bank’s sole stockholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Northfield are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the stockholders of Northfield of an advisory (non-binding) vote on the compensation that may be paid or become payable to Northfield’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by ACE*COMM N▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by i3Columbia, the MHC and Newco) constitutes a valid and binding obligation of ACE*COMMNorthfield, enforceable against ACE*COMM Northfield in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation Except as set forth in Section 3.3(b) of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger SubNorthfield Disclosure Schedule, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Northfield nor the consummation by ACE*COMM or Merger Sub Northfield of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by ACE*COMM or Merger Sub Northfield with any of the terms or provisions hereof, will (i) violate any provision of the Northfield Articles or the Northfield Bylaws or the articles or certificate of incorporation or bylaws (xor similar organizational documents) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any Northfield Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM Northfield or Merger Sub any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Northfield or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Northfield or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedLien creations that, excepteither individually or in the aggregate, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not reasonably be expected to have a Material Adverse Effect on ACE*COMMNorthfield.

Authority; No Violation. (a) ACE*COMM CBI has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMCBI. The Board of Directors of ACE*COMM CBI has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s stockholders CBI's shareholders for approval at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM CBI Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CBI are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CBI and (assuming due authorization, execution and delivery by i3Bancorp) constitutes a valid and binding obligation of ACE*COMMCBI, enforceable against ACE*COMM CBI in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub CBI nor the consummation by ACE*COMM or Merger Sub CBI of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub CBI with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, CBI or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM CBI or Merger Sub any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM CBI or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM CBI or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clause (y) above) for such violations, conflicts, breaches or defaults that, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation will not have or acceleration would not be reasonably likely to have a Material Adverse Effect on ACE*COMMCBI.

Authority; No Violation. (a) ACE*COMM has all requisite Each of Meadowbrook and Merger Sub have full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredMeadowbrook Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Meadowbrook and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board board of Directors directors of ACE*COMMeach of Meadowbrook and Merger Sub. The Board board of Directors directors of ACE*COMM Meadowbrook has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and approval of the issuance of the Meadowbrook Common Stock contemplated by this Agreement be submitted to ACE*COMMMeadowbrook’s stockholders shareholders for approval at a special meeting of such stockholders shareholders and, except for (i) the approval of such matters by Meadowbrook Shareholder Approval, (ii) the holders of a majority filings of the outstanding shares Certificates of ACE*COMM Common Stock represented at Merger with the ACE*COMM Special Meeting in person or by proxySecretary of State of Ohio and the Michigan Department of Labor and (iii) regulatory approvals, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Meadowbrook or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Meadowbrook and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3ProCentury) constitutes a valid and binding obligation of Meadowbrook and Merger Sub, enforceable against Meadowbrook and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (cb) Neither the execution and delivery of this Agreement by ACE*COMM Meadowbrook or Merger Sub Sub, nor the consummation by ACE*COMM Meadowbrook or Merger Sub of the transactions contemplated hereby, nor compliance by ACE*COMM Meadowbrook or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate articles of Incorporation incorporation or Amended Bylaws bylaws of ACE*COMM Meadowbrook or (y) the Certificate articles of Incorporation incorporation, bylaws or Bylaws similar governing documents of Merger Subany of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub or any of their properties or assetsLaw, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Meadowbrook or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Meadowbrook or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such except for any violation, conflict, breach, lossdefault, defaultacceleration, termination, modification or cancellation or acceleration that would not reasonably be expected to have a Meadowbrook Material Adverse Effect on ACE*COMMEffect.

Authority; No Violation. (a) ACE*COMM SuperMedia has all requisite full corporate power and authority to execute and deliver this Agreement andAgreement, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by SuperMedia of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of ACE*COMMSuperMedia. The Board of Directors of ACE*COMM SuperMedia has declared the ACE*COMM Issuance and determined that this Agreement and the transactions contemplated hereby are in the best interests of SuperMedia and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “SuperMedia Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the ACE*COMM Issuance and transactions contemplated by this Agreement be submitted to ACE*COMMSuperMedia’s stockholders for approval and adoption at a special duly held meeting of such stockholders and, except stockholders. Except for the approval of such matters this Agreement and the transactions contemplated by this Agreement by the holders affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of ACE*COMM SuperMedia Common Stock represented at (the ACE*COMM Special Meeting in person or by proxy“SuperMedia Stockholder Approval”), no vote of the stockholders and no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) SuperMedia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM SuperMedia and (assuming due authorization, execution and delivery by i3Dex and Merger Sub) constitutes a the valid and binding obligation of ACE*COMMSuperMedia, enforceable against ACE*COMM SuperMedia in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub SuperMedia nor the consummation by ACE*COMM or Merger Sub SuperMedia of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub SuperMedia with any of the terms or provisions hereofof this Agreement, will (i) assuming the SuperMedia Stockholder Approval is obtained, violate any provision of (x) the Amended and Restated Certificate SuperMedia Charter or the SuperMedia Bylaws or any equivalent organizational documents of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any SuperMedia Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are 3.4 shall have been duly obtainedobtained and/or made prior to the SuperMedia Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the SuperMedia Effective Time, (xA) violate any Laws Law or Order applicable to ACE*COMM or Merger Sub SuperMedia, any SuperMedia Subsidiary or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM SuperMedia or Merger Sub under any SuperMedia Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation (collectively, “Contracts”) to which ACE*COMM SuperMedia or Merger Sub any SuperMedia Subsidiary is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMSuperMedia. (c) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of SuperMedia’s representations and warranties set forth in this Section 3.3 is based on the accuracy of Dex’s representations and warranties in Section 4.26, SuperMedia’s representations and warranties in Section 3.3 shall be limited to the extent affected by any inaccuracy in Section 4.26.

Authority; No Violation. (a) ACE*COMM Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of 1st United, and subject to the parties obtaining all necessary regulatory approvals, 1st United has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and FUB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, 1st United’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are fair to and in the best interests of 1st United and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of 1st United approve this Agreement at the 1st United Shareholders Meeting (the “1st United Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM1st United. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except FUB. Except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting approvals described in person or by proxyparagraph (b) below, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) 1st United or FUB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (1st United and, assuming due authorization, and valid execution and delivery of this Agreement by i3) Valley, constitutes a valid and binding obligation of ACE*COMM1st United, enforceable against ACE*COMM 1st United in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power generally and authority subject, as to execute and deliver this Agreement and enforceability, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsequity. (cb) Neither the execution and delivery of this Agreement by ACE*COMM 1st United or the execution and delivery of the Bank Merger Sub Agreement by FUB, nor the consummation by ACE*COMM or Merger Sub 1st United of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by FUB of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by ACE*COMM or Merger Sub 1st United with any of the terms or provisions hereofhereof or compliance by FUB with any of the terms of provisions thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub1st United Charter Documents, or (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM 1st United or Merger Sub FUB or any of their respective properties or assets, or (yiii) except as set forth in the 1st United Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM 1st United or Merger Sub under FUB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM 1st United or Merger Sub FUB is a party, or by which ACE*COMM either or Merger Sub both of them or any of their respective properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually and in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would the aggregate will not have a Material Adverse Effect on ACE*COMM1st United. Except for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the FDIC (including the consent to the assignment of the Shared-Loss Agreements (as hereinafter defined), the Board of Governors of the Federal Reserve System (the “FRB”), the OFR, the Florida Department of State, the SEC, and the shareholders of 1st United, or as listed in the 1st United Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of 1st United, any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on 1st United or FUB) are necessary on behalf of 1st United or FUB in connection with (x) the execution and delivery by 1st United of this Agreement and (y) the consummation by 1st United of the transactions contemplated hereby and (z) the execution and delivery by FUB of the Bank Merger Agreement and the consummation by FUB of the transactions contemplated thereby. To the knowledge of 1st United, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) ACE*COMM W▇▇▇▇▇▇ has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMW▇▇▇▇▇▇. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) W▇▇▇▇▇▇ are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by ACE*COMM W▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by i3NewMil) and constitutes the valid and binding obligation of W▇▇▇▇▇▇, enforceable against W▇▇▇▇▇▇ in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) W▇▇▇▇▇▇ Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of W▇▇▇▇▇▇ Bank and by W▇▇▇▇▇▇ as the sole stockholder of W▇▇▇▇▇▇ Bank. All corporate proceedings on the part of W▇▇▇▇▇▇ Bank necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by W▇▇▇▇▇▇ Bank, will be duly and validly executed and delivered by W▇▇▇▇▇▇ Bank and will (assuming due authorization, execution and delivery by NewMil Bank) constitute a valid and binding obligation of ACE*COMMW▇▇▇▇▇▇ Bank, enforceable against ACE*COMM W▇▇▇▇▇▇ Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM W▇▇▇▇▇▇ or the Bank Merger Sub Agreement by W▇▇▇▇▇▇ Bank, nor the consummation by ACE*COMM or Merger Sub W▇▇▇▇▇▇ of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM W▇▇▇▇▇▇ or Merger Sub W▇▇▇▇▇▇ Bank with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate articles of Incorporation incorporation or Amended Bylaws bylaws of ACE*COMM W▇▇▇▇▇▇ or (y) the Certificate charter or bylaws of Incorporation or Bylaws of Merger SubW▇▇▇▇▇▇ Bank, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub Webster, Webster Bank or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM W▇▇▇▇▇▇ or Merger Sub W▇▇▇▇▇▇ Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM W▇▇▇▇▇▇ or Merger Sub W▇▇▇▇▇▇ Bank is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMM.

Authority; No Violation. (a) ACE*COMM The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMthe Company. The Board of Directors of ACE*COMM the Company has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMM’s the Company's stockholders for approval at a special meeting of such stockholders and, except for the approval adoption of such matters this Agreement by the holders of a majority requisite vote of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxyCompany's stockholders, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM the Company and (assuming due authorization, execution and delivery by i3Buyer) constitutes a valid and binding obligation of ACE*COMMthe Company, enforceable against ACE*COMM the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub The Bank has full corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of the Bank. Upon the due and valid approval of the Bank Merger Agreement by the Company as the sole stockholder Merger Subof the Bank and by the Board of Directors of the Bank, and no other corporate proceedings on the part of Merger Sub are the Bank will be necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by the Bank, will be duly and validly executed and delivered by Merger Sub the Bank and (assuming due authorization, execution and delivery by i3Buyer Bank) constitutes will constitute a valid and binding obligation of Merger Subthe Bank, enforceable against Merger Sub the Bank in accordance with its terms, except as enforcement may be limited by laws affecting insured depository institutions, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement and the Option Agreement by ACE*COMM the Company or the Bank Merger Sub Agreement by the Bank, nor the consummation by ACE*COMM the Company or Merger Sub the Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM the Company or Merger Sub the Bank with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws By-Laws of ACE*COMM the Company or (y) the Certificate charter, bylaws or similar governing documents of Incorporation or Bylaws any of Merger Subits Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM the Company or Merger Sub any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM the Company or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM the Company or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have or be reasonably likely to have a Material Adverse Effect on ACE*COMMthe Company.

Authority; No Violation. (a) ACE*COMM Each of the Columbia Parties has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredstockholder and member approvals and other actions described below, to consummate the transactions contemplated hereby, including the Conversion. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Conversion have been duly and validly approved by the Board Boards of Directors of ACE*COMMeach of the Columbia Parties. The Board of Directors of ACE*COMM each of the Columbia Parties, acting with the approval of not less than a majority of the number of members of the Board of Directors, has declared determined that the ACE*COMM Issuance Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Columbia and its stockholders, has adopted and approved this Agreement advisable and the transactions contemplated hereby (including the Merger and the issuance of the shares of Newco Common Stock constituting the Merger Consideration pursuant to this Agreement (the “Newco Share Issuance”)), and has directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s the stockholders of Columbia for approval at a special meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval of such matters this Agreement by the affirmative vote of holders of a majority of all votes entitled to be cast at a meeting called therefor of the outstanding shares stockholders of ACE*COMM Common Stock represented at Columbia (the ACE*COMM Special Meeting in person or “Requisite Columbia Vote”), approval of the Conversion and/or Plan of Conversion by proxythe stockholders of Columbia and the members of the MHC, and, subject to the approval of the Bank Merger Agreement by the Board of Directors of Columbia Bank and Columbia, as Columbia Bank’s sole stockholder, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Columbia or Newco are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Conversion. This Agreement has been duly and validly executed and delivered by ACE*COMM each of the Columbia Parties and (assuming due authorization, execution and delivery by i3N▇▇▇▇▇▇▇▇▇) constitutes a valid and binding obligation of ACE*COMMeach of the Columbia Parties, enforceable against ACE*COMM each of the Columbia Parties in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity whether applied Newco Common Stock to be issued in a court the Merger will, upon issuance and delivery at the Closing, be validly authorized, and when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of law Columbia will have any preemptive right or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub the Columbia Parties , nor the consummation by ACE*COMM or Merger Sub the Columbia Parties of the transactions contemplated herebyhereby (including the Merger, the Bank Merger and the Conversion), nor compliance by ACE*COMM or Merger Sub any of the Columbia Parties with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate certificate of Incorporation incorporation, articles of incorporation, charter, bylaws or Amended Bylaws similar organizational documents of ACE*COMM any of the Columbia PARTIES or (y) the Certificate of Incorporation or Bylaws of Merger Sub, any Columbia Subsidiary or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM any of the Columbia Parties or Merger Sub any of the Columbia Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM any of the Columbia Parties or Merger Sub under any of the Columbia Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM any of the Columbia Parties or Merger Sub any of the Columbia Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affected, except, Lien creations that either individually or in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration the aggregate would not reasonably be expected to have a Material Adverse Effect on ACE*COMMColumbia or Newco.

Authority; No Violation. (a) ACE*COMM Target has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by more than two-thirds of the members of the Board of Directors of ACE*COMMTarget (the “Target Board”). The Target Board of Directors of ACE*COMM has declared determined that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of Target and its shareholders, has directed that the ACE*COMM Issuance Merger, on substantially the terms and conditions set forth in this Agreement Agreement, be submitted to ACE*COMMTarget’s stockholders shareholders for approval consideration at a special duly held meeting of such stockholders and, except shareholders and has recommended that Target’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby. Except for the approval of such matters this Agreement by the affirmative vote of the holders of a the majority of the outstanding shares of ACE*COMM Target Common Stock represented entitled to vote at such meeting (the ACE*COMM Special Meeting in person or by proxy“Target Requisite Shareholder Approval”), no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) Target are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM Target and (assuming due authorization, execution and delivery by i3Buyer) constitutes a the valid and binding obligation of ACE*COMMTarget, enforceable against ACE*COMM Target in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub Target nor the consummation by ACE*COMM or Merger Sub Target of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub Target with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation Target Articles or Amended the Target Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) assuming that the consents Target Requisite Shareholder Approval and the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to ACE*COMM or Merger Sub Target, any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM Target or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM Target or Merger Sub any of its Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be bound or affected, except, in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have a Material Adverse Effect on ACE*COMMis bound.

Authority; No Violation. (a) ACE*COMM has all requisite corporate power TMM, TMMH, MM and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub GTFM each has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which any of TMM, TMMH, MM or GTFM is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of and sole stockholder Merger Suball requisite action on their respective parts, and no other corporate proceedings action on the part of Merger Sub are TMM, TMMH, MM or GTFM, as the case may be, is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated herebyhereby or thereby, other than approvals from the shareholders of TMM, TMMH and MM, to be obtained as provided in Section 5.5. TMM has received the opinion of J▇ ▇▇▇▇▇▇ Securities, Inc. to the effect that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Merger Sub TMM, TMMH, MM and GTFM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by i3the other Parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of Merger SubTMM, TMMH, MM and GTFM (except for those Ancillary Agreements that are not dated the date hereof or, by their terms are not effective at the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH, MM and GTFM at the Closing or the effective date thereof, as the case may be), enforceable against Merger Sub TMM, TMMH, MM and GTFM in accordance with its their terms, except as enforcement (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity), and (ii) rights to indemnification may be limited by general principles of equity whether applied in a court of law or a court of equity the Securities Laws and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationspolicies underlying such laws. (cb) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by ACE*COMM TMM, TMMH, MM or Merger Sub GTFM nor the consummation by ACE*COMM TMM, TMMH, MM or Merger Sub GTFM of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by ACE*COMM TMM, TMMH, MM or Merger Sub GTFM with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation Charter or Bylaws of Merger SubTMM, TMMH or MM or the Charter or Bylaws or comparable organizational documents of GTFM or any GTFM Subsidiary, or (ii) assuming that the consents and approvals referred to in Section 4.4 5.5 are duly obtained, (x) violate violate, conflict with or require any Laws applicable notice, filing, consent, waiver or approval under any Applicable Law to ACE*COMM which TMM, TMMH, MM, GTFM or Merger Sub the GTFM Subsidiaries or any of their properties respective properties, Contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienliability under, pledgeresult in the creation of any Encumbrance other than any Permitted Encumbrance upon the properties, security interest, charge or other encumbrance upon any of the respective properties Contracts or assets of ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub under the GTFM Subsidiaries under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub any of the GTFM Subsidiaries is a party, or by which ACE*COMM TMM, TMMH, MM, GTFM or Merger Sub any of the GTFM Subsidiaries or any of their properties or assets may be bound or affected, except, in each casethe case of this clause (ii), where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not have or be reasonably expected to have, individually or in the aggregate, a GTFM Material Adverse Effect or result in an Encumbrance on ACE*COMMthe GTFM Shares.

Authority; No Violation. (a) ACE*COMM CVBG has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority in the case of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance consummation of the shares Merger to the adoption of ACE*COMM this Agreement by the requisite vote of the holders of CVBG Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredStock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMMCVBG. The Board of Directors of ACE*COMM CVBG determined that the Merger is advisable and in the best interest of CVBG and its shareholders and has declared the ACE*COMM Issuance and directed that this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement transactions contemplated hereby be submitted to ACE*COMMCVBG’s stockholders shareholders for approval adoption at a special meeting of such stockholders shareholders and, except for the approval adoption of such matters this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ACE*COMM CVBG Common Stock represented at the ACE*COMM Special Meeting in person or by proxyStock, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) CVBG are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM CVBG and (assuming due authorization, execution and delivery by i3GCBS) constitutes a valid and binding obligation obligations of ACE*COMMCVBG, enforceable against ACE*COMM CVBG in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub CVBG, nor the consummation by ACE*COMM or Merger Sub CVBG of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub CVBG with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation CVBG Charter or Amended the Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger SubCVBG, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM CVBG, any of its Subsidiaries or Merger Sub Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM CVBG, any of its Subsidiaries or Merger Sub under its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM CVBG, any of its Subsidiaries or Merger Sub its Non-Subsidiary Affiliates is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which either individually or in each case, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would the aggregate will not have a Material Adverse Effect on ACE*COMMCVBG.

Authority; No Violation. (a) ACE*COMM ▇▇▇▇▇▇▇ has all requisite full corporate power and corporate authority to execute and deliver this Agreement and, subject to approval of a majority of and the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of ACE*COMM▇▇▇▇▇▇▇. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no No other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) ▇▇▇▇▇▇▇ are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by ACE*COMM ▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by i3MECH) constitutes will constitute valid and binding obligations of ▇▇▇▇▇▇▇, enforceable against ▇▇▇▇▇▇▇ in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors' rights and remedies generally. (b) ▇▇▇▇▇▇▇ Bank has full corporate power and corporate authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of ▇▇▇▇▇▇▇ Bank and by ▇▇▇▇▇▇▇ as the sole shareholder of ▇▇▇▇▇▇▇ Bank. All corporate proceedings on the part of ▇▇▇▇▇▇▇ Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Bank Merger Agreement, upon execution and delivery by ▇▇▇▇▇▇▇ Bank, will be duly and validly executed and delivered by ▇▇▇▇▇▇▇ Bank and (assuming due authorization, execution and delivery by MS Bank) will constitute a valid and binding obligation of ACE*COMM▇▇▇▇▇▇▇ Bank, enforceable against ACE*COMM ▇▇▇▇▇▇▇ Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement or the Option Agreement by ACE*COMM ▇▇▇▇▇▇▇ or the Bank Merger Sub Agreement by ▇▇▇▇▇▇▇ Bank, nor the consummation by ACE*COMM ▇▇▇▇▇▇▇ or Merger Sub ▇▇▇▇▇▇▇ Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by ACE*COMM ▇▇▇▇▇▇▇ or Merger Sub ▇▇▇▇▇▇▇ Bank with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub▇▇▇▇▇▇▇ or the Charter or Bylaws of ▇▇▇▇▇▇▇ Bank, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 4.4 4.4(a) hereof are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub Webster, Webster Bank or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM ▇▇▇▇▇▇▇ or Merger Sub ▇▇▇▇▇▇▇ Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM ▇▇▇▇▇▇▇ or Merger Sub ▇▇▇▇▇▇▇ Bank is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept in the case of clause (ii) for such matters as would not, individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would not be reasonably expected to have a Material Adverse Effect on ACE*COMM▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Bank or materially impair their ability to consummate the transactions contemplated by the Agreement.

Authority; No Violation. (a) ACE*COMM 4.4.1. GLB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or this Agreement by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredGLB’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by GLB and the consummation completion by GLB of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance GLB, and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (GLB, except for matters related to setting the dateapproval of the GLB shareholders, time, place and record date for the special meeting) are is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by ACE*COMM GLB, and (assuming subject to approval by the shareholders of GLB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by i3) FNFG, constitutes a the valid and binding obligation of ACE*COMMGLB, enforceable against ACE*COMM GLB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary subject, as to approve this Agreement or enforceability, to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court equity. 4.4.2. Subject to receipt of law or a court of equity Regulatory Approvals and by bankruptcyGLB’s and FNFG’s compliance with any conditions contained therein, insolvency and similar laws affecting creditors’ rights and remedies generally. All to the receipt of the outstanding shares approval of Merger Sub common stockthe shareholders of GLB, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (cA) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub nor GLB, (B) the consummation by ACE*COMM or Merger Sub of the transactions contemplated hereby, nor and (C) compliance by ACE*COMM or Merger Sub GLB with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of (x) the Amended certificate of incorporation or bylaws of GLB or any GLB Subsidiary or the charter and Restated Certificate bylaws of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, or GBSB; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ACE*COMM GLB or Merger Sub any GLB Subsidiary or any of their respective properties or assets, ; or (yiii) except as set forth on GLB DISCLOSURE SCHEDULE 4.4.2, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of ACE*COMM GLB or Merger Sub GBSB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which ACE*COMM GLB or Merger Sub GBSB is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in each casethe aggregate, where such violation, conflict, breach, loss, default, termination, cancellation or acceleration would will not have a Material Adverse Effect on ACE*COMMGLB and the GLB Subsidiaries taken as a whole.

Authority; No Violation. (a) ACE*COMM ProCentury has all requisite full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to approval of a majority the receipt of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is consideredProCentury Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ProCentury and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board board of Directors directors of ACE*COMMProCentury. The Board board of Directors directors of ACE*COMM has declared the ACE*COMM Issuance ProCentury resolved to recommend that ProCentury’s shareholders approve and adopt this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for (i) the approval of such matters by ProCentury Shareholder Approval, (ii) the holders of a majority filing of the outstanding shares Certificates of ACE*COMM Common Stock represented at Merger with the ACE*COMM Special Meeting in person or by proxySecretary of State of Ohio and the Michigan Department of Labor and (iii) regulatory approvals, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) ProCentury are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM ProCentury and (assuming due authorization, execution and delivery by i3Meadowbrook and Merger Sub) constitutes a valid and binding obligation of ACE*COMMProCentury, enforceable against ACE*COMM ProCentury in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of and sole stockholder Merger Sub, and no other corporate proceedings on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by ACE*COMM or Merger Sub ProCentury, nor the consummation by ACE*COMM or Merger Sub ProCentury of the transactions contemplated hereby, nor compliance by ACE*COMM or Merger Sub ProCentury with any of the terms or provisions hereof, will (i) violate any provision of (x) the Amended and Restated Certificate articles of Incorporation incorporation or Amended Bylaws code of ACE*COMM regulations of ProCentury or (y) the Certificate articles of Incorporation incorporation, bylaws or Bylaws similar governing documents of Merger Sub, any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any Laws applicable to ACE*COMM or Merger Sub or any of their properties or assets, Law or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM ProCentury or Merger Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ACE*COMM ProCentury or Merger Sub any of its Subsidiaries is a party, or by which ACE*COMM or Merger Sub they or any of their respective properties or assets may be bound or affected, except, in each case, where such except for any violation, conflict, breach, lossdefault, defaultacceleration, termination, modification or cancellation or acceleration that would not be reasonably expected to have a ProCentury Material Adverse Effect on ACE*COMMEffect.

Authority; No Violation. (a) ACE*COMM Each of OTF and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACE*COMM. The Board of Directors of ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by the holders of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, no other corporate proceedings on the part of ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ACE*COMM and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of ACE*COMM, enforceable against ACE*COMM in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board OTF Board, including, after separate meetings and discussion, all of the Independent Directors of OTF, and sole stockholder the board of directors of Merger Sub. The OTF Board (on the recommendation of the OTF Special Committee), has unanimously (i) determined that (A) this Agreement, the Merger and no the other Transactions are advisable and in the best interests of OTF and (B) determined that the interests of OTF’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved and declared advisable the OTF Matters, (iii) directed that the OTF Matters be submitted to OTF’s stockholders for approval at a duly held meeting of such stockholders (the “OTF Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of OTF approve the OTF Matters (such recommendation, the “OTF Board Recommendation”). Except for obtaining from OTF’s stockholders the OTF Requisite Vote to approve the OTF Matters, the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyOTF. This Agreement has been duly and validly executed and delivered by Merger OTF and ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by i3▇▇▇ ▇▇ and OTF II Adviser) constitutes a the valid and binding obligation of each of OTF and Merger Sub, enforceable against each of OTF and Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operationsEquity Exception). (cb) Neither the execution and delivery of this Agreement by ACE*COMM OTF or Merger Sub Sub, nor the consummation by ACE*COMM OTF or Merger Sub of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by ACE*COMM OTF or Merger Sub with any of the terms or provisions hereofSub, will (i) violate any provision of (x) the Amended and Restated Certificate of Incorporation OTF Charter, OTF Bylaws or Amended Bylaws of ACE*COMM the bylaws or (y) the Certificate of Incorporation or Bylaws charter of Merger Sub, Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 4.03(a) and Section 4.04 are duly obtainedobtained and/or made, (xA) violate any Laws Law or Order applicable to ACE*COMM or Merger Sub OTF or any of their properties or assets, its Consolidated Subsidiaries or (yB) except as set forth on Section 4.03(b) of the OTF Disclosure Schedule or in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of ACE*COMM OTF or Merger Sub under any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which ACE*COMM OTF or Merger Sub any of its Consolidated Subsidiaries is a party, party or by which ACE*COMM or Merger Sub any of them or any of their respective properties or assets may be is bound or affected, except, in each casewith respect to clause (ii)(B), where any such violation, conflict, breach, loss, default, termination, cancellation cancellation, acceleration, consent, approval or acceleration creation that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ACE*COMMwith respect to OTF. Section 4.03(b) of the OTF Disclosure Schedule sets forth, to OTF’s Knowledge, any material consent fees payable to a third party in connection with the Mergers.