Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement or commitment of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party thereto.

Certain Contracts. (a) Except as set forth at in Section 4.11 of 3.11(a)(i) to the ACE*COMM i3 Disclosure Schedule, neither ACE*COMM i3 nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM i3 or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM i3 has previously made available to i3 ACE*COMM true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM i3 or any of its Subsidiaries is a party. Section 3.11 of the i3 Disclosure Schedule lists each material contract of i3 (as such term is defined in Item 601(b)(10) of Regulation S-K). Each contract, arrangement or commitment of the type described in this Section 4.11(a3.11(a) is referred to herein as an “ACE*COMM i3 Contract,” and and, except as set forth on Section 3.11(a)(ii) of the i3 Disclosure Schedule, neither ACE*COMM i3 nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM i3 Contract. (b) (i) Each ACE*COMM Except as set forth in Section 3.11(b) of the i3 Disclosure Schedule, each i3 Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM i3 thereunder, and, to the knowledge of ACE*COMMi3, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM i3 and each of its Subsidiaries has, and and, to the knowledge of ACE*COMMi3, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM i3 Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM i3 or any of its Subsidiaries under any such ACE*COMM i3 Contract or, to the knowledge of ACE*COMMi3, any third party thereto.

Certain Contracts. (a) Except as set Set forth at in Section 4.11 3.14(a) of the ACE*COMM Home Disclosure ScheduleSchedule is a true, neither ACE*COMM nor correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment payment of fees, compensation or benefits to any directors, officers, employees officers or consultants (other than standard offer letters which provide for no more than at-will employment)employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMCascade, i3Home, the Surviving Corporation Company, or any of their respective Subsidiaries to any director, officer officer, employee or employee service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planHome Benefit Plan) pursuant to which any of the benefits of which thereunder will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM Home or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct Seattle and complete copies of all employment, consulting and deferred compensation securities sold under agreements to which ACE*COMM repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries is of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a partythird party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.14(a) is referred to herein as an a “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Home Contract.” (b) To the knowledge of Home, (i) Each ACE*COMM each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Home and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in has performed all material respects performed all obligations required to be performed by it to date under each ACE*COMM Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Home or any of its Subsidiaries under any such ACE*COMM Home Contract. No Home Default will occur under any Home Contract or, to by virtue of the knowledge consummation of ACE*COMM, any third party theretoof the transactions contemplated by this Agreement.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedulein Schedule 3.14 hereto, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants (other with respect to the employment of any consultant which cannot be terminated with a payment of less than standard offer letters which provide for no more than at-will employment)$25,000, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Company or any of their respective its Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM The Company has previously made available delivered to i3 true, correct Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries the Company is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) section is referred to herein as an “ACE*COMM a "Company Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract". (b) Except as set forth in Schedule 3.14(b) hereto, (i) Each ACE*COMM each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM and each of its Subsidiaries hasthe Company or Subsidiary, and to as the knowledge of ACE*COMMcase may be, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries Subsidiary, as the case may be, under any such ACE*COMM Contract orCompany Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the knowledge warranties and/or agreement(s) to indemnify or replace product of ACE*COMMwhich true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any third party theretoother warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth at in Section 4.11 4.15(a) of the ACE*COMM Company Disclosure Schedule, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement contract (whether written or commitment oral) (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from ACE*COMMParent, i3the Company, the Surviving Corporation or any of their respective Subsidiaries to any directorofficer, officer director or employee thereofconsultant of the Company or any of its Subsidiaries, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any as of the benefits date of this Agreement which will be increased, or the vesting is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the benefits of which will SEC) to be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of a material amount more than $100,000 per annum in the case of assets. ACE*COMM has previously made available to i3 true, correct and complete copies any one such agreement or $200,000 in total payments in the case of all employmentsuch agreements, consulting and deferred compensation agreements to or (v) which ACE*COMM materially restricts the conduct of any line of business by the Company or any of its Subsidiaries is a partySubsidiaries. Each contractcontract of the type described in clause (iii) of this Section 4.15(a), arrangement whether or commitment not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract.” The Company has previously delivered or made available to Parent true and correct copies of each contract of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract4.15(a). (b) Except as set forth in Section 4.15(b) of the Company Disclosure Schedule, (i) Each ACE*COMM each Company Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM the Company and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects have performed all obligations required to be performed by it them to date under each ACE*COMM Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries under any such ACE*COMM Company Contract, and (iv) no other party to any Company Contract oris, to the knowledge of ACE*COMMthe Company, in default in any third party theretorespect thereunder.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither FCN nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMBANC ONE, i3FCN, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the FCN Reports, (iv) which materially restricts the conduct of any line of business by FCN, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM FCN has previously made available to i3 true, BANC ONE true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries FCN is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the FCN Disclosure Schedule, is referred to herein as an “ACE*COMM "FCN Contract,” ", and neither ACE*COMM FCN nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on FCN. (i) Each ACE*COMM FCN Contract is valid and binding on FCN or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM FCN and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM FCN Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on FCN, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM FCN or any of its Subsidiaries under any such ACE*COMM Contract orFCN Contract, to except where such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on FCN.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither First National Bankshares nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst National Bankshares, i3Fifth Third, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First National Bankshares Reports, (iv) which materially restricts the conduct of any line of business by First National Bankshares or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan First National Bankshares Stock Option or stock purchase planStock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM First National Bankshares has previously made available to i3 true, Fifth Third true and correct and complete copies of all employment, consulting employment and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries First National Bankshares is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as an a “ACE*COMM First National Bankshares Contract,” ”, and neither ACE*COMM First National Bankshares nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each ACE*COMM First National Bankshares Contract is valid and binding and in full force and effect on First National Bankshares and/or any of its Subsidiaries, as to the obligations of ACE*COMM thereunderapplicable, and, to the knowledge of ACE*COMMFirst National Bankshares, any other party thereto, and is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM First National Bankshares and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM First National Bankshares or any of its Subsidiaries under any such ACE*COMM Contract orFirst National Bankshares Contract, to except where such default, either individually or in the knowledge of ACE*COMMaggregate, any third party theretowill not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Except as To the knowledge of the Company, ‎Section 3.20 of the Company Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those (i) set forth at Section 4.11 on an exhibit index in the Company Reports filed prior to the date of this Agreement or (ii) between the ACE*COMM Disclosure Schedule, neither ACE*COMM nor Company or any of its Subsidiaries Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand) to which the Company or any Subsidiary of the Company is a party to or by which any of them or their assets is bound by any contract, arrangement or commitment as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)their respective businesses is conducted, (ii) any contract or agreement, other than agreements among the Company and/or its wholly owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $2 million or more, (iii) any employment agreement between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (iv) any agreement which, upon execution of this Agreement or the consummation of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from ACE*COMM, i3, the Surviving Corporation Company or any of their respective its Subsidiaries to any officer, director, officer consultant or employee thereofof any of the foregoing, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including any unit option plan, unit appreciation rights plan, restricted unit plan or unit purchase plan) or (vvi) relating any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC other than contracts described in Items 601(b)(10)(iii)(A) and (B) of Regulation S-K). Each contract, arrangement, commitment or understanding of the type described in this ‎Section 3.20(a), whether or not included as an exhibit to any Company Report or included in ‎Section 3.20 of the disposition Company Disclosure Letter, is referred to herein as a “Company Material Contract,” and for purposes of ‎Section 5.1 and the bringdown of ‎Section 3.20(b) pursuant to ‎Section 6.3, “Company Material Contract” shall include any such contract, arrangement, commitment or acquisition by ACE*COMM or any of its Subsidiaries understanding that is entered into after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement or commitment of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and in full force and effect as known to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoCompany.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM NewMil Disclosure Schedule, neither ACE*COMM NewMil nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMW▇▇▇▇▇▇, i3NewMil, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by NewMil or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.12(a)(v) of the NewMil Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueNewMil Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM NewMil or any of its Subsidiaries is a party. Section 3.12(a) of the NewMil Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of NewMil and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the NewMil Disclosure Schedule, is referred to herein as an a “ACE*COMM NewMil Contract,” and neither ACE*COMM NewMil nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM NewMil Contract. (b) (i) Each ACE*COMM NewMil Contract is a valid and binding obligation of NewMil and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM NewMil and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM NewMil Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM NewMil or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoNewMil Contract.

Certain Contracts. (a) Except as set Set forth at in Section 4.11 3.14(a) of the ACE*COMM Home Disclosure ScheduleSchedule is a true, neither ACE*COMM nor correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment payment of fees, compensation or benefits to any directors, officers, employees officers or consultants (other than standard offer letters which provide for no more than at-will employment)employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMBanner, i3Home, the Surviving Corporation Company, or any of their respective Subsidiaries to any director, officer officer, employee or employee service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planHome Benefit Plan) pursuant to which any of the benefits of which thereunder will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM Home or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct Seattle and complete copies of all employment, consulting and deferred compensation securities sold under agreements to which ACE*COMM repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries is of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a partythird party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.14(a) is referred to herein as an a “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Home Contract.” (b) To the knowledge of Home, (i) Each ACE*COMM each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Home and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in has performed all material respects performed all obligations required to be performed by it to date under each ACE*COMM Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Home or any of its Subsidiaries under any such ACE*COMM Home Contract. No Home Default will occur under any Home Contract or, to by virtue of the knowledge consummation of ACE*COMM, any third party theretoof the transactions contemplated by this Agreement.

Certain Contracts. (a) Except for any Contracts described in clauses (i), (iii), (iv), (v), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi), (xix) and (xx) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 5.12(a) of the iPCS Disclosure Schedule contains a complete and accurate list of each of the following Contracts: (i) Contracts of iPCS or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) (such Contracts being referred to herein as the "iPCS Debt Agreements"); (ii) Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of iPCS or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to iPCS or any of its Subsidiaries; (iv) any Contracts with any employee of iPCS or any of its Subsidiaries and any consulting agreements with another Person; (v) any management, consulting or advisory Contracts or severance plans or arrangements for any present employee or former employee of iPCS or any of its Subsidiaries that are currently in effect; (vi) any non-disclosure Contracts and non-compete Contracts binding present employees of iPCS or any of its Subsidiaries; (vii) any Contract under which iPCS or any of its Subsidiaries is a lessee of or holds or operates any property, real or personal; (viii) any Contract under which iPCS or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal; (ix) any Contract relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving iPCS or any of its Subsidiaries and pursuant to which iPCS or any of its Subsidiaries has any material liability, contingent or otherwise; (x) any Contract, other than Contracts entered into in the ordinary course of iPCS' or any of its Subsidiaries' business consistent with past practice, which prevents iPCS or any of its Subsidiaries from disclosing confidential information; (xi) any Contract which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xii) any sales distribution Contracts, franchise Contracts and advertising Contracts relating to iPCS or any of its Subsidiaries; (xiii) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by iPCS or any of its Subsidiaries; (xiv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person; (xv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) any Contract pursuant to which iPCS has agreed to shift or allocate the liability of iPCS, any of its Subsidiaries or any other Person for Taxes; (xvii) any Contract pursuant to which iPCS may be required to file a registration statement under the Securities Act with respect to any securities issued by iPCS; (xviii) any Contract with respect to a joint venture or partnership; (xix) any resale Contract or mobile virtual network operator Contract; (xx) any vendor Contracts; (xxi) any construction Contracts or construction management Contracts; (xxii) any powers of attorney granted by or on behalf of iPCS or any of its Subsidiaries other than in the ordinary course of business; and (xxiii) any other Contract to which iPCS or any of its Subsidiaries is a party or by which iPCS or any of its Subsidiaries is bound and which is material to iPCS and its Subsidiaries taken as a whole. (b) With respect to each iPCS Contract (as defined below), except as set forth at in Section 4.11 5.12(b) of the ACE*COMM iPCS Disclosure ScheduleSchedule and except as it has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on iPCS: (i) the iPCS Contract is in full force and effect and enforceable 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), and is valid and binding on iPCS (or, to the extent a Subsidiary of iPCS is a party, such Subsidiary) and, to the knowledge of iPCS, any other party thereto; (ii) neither ACE*COMM iPCS nor any of its Subsidiaries is in breach or default thereof, nor has iPCS or any of its Subsidiaries received notice that it is in breach of or default thereof; (iii) to the knowledge of iPCS, no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by iPCS or any of its Subsidiaries or by any other party thereto; (iv) to the knowledge of iPCS, no event has occurred that would permit termination, modification, or acceleration thereof by any other party thereto; and (v) neither iPCS nor any of its Subsidiaries nor to the knowledge of iPCS, any other party thereto has repudiated such iPCS Contract. Neither iPCS nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) verbal Contract which, upon execution if reduced to written form, would be required to be listed on Section 5.12(a) of the iPCS Disclosure Schedule under the terms of this Agreement or the consummation of the transactions contemplated by this Agreement will Section 5.12. (either alone or upon the occurrence of any additional acts or eventsc) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement or commitment of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM Neither iPCS nor any of its Subsidiaries has been in material breach of or default under, or has received written notice of, nor do a waiver of any executive officers material breach of such entities have any knowledge ofor default under, any violation of any ACE*COMM ContractiPCS Debt Agreement. (id) Each ACE*COMM Contract is valid and binding and of any type or form described in full force and effect Section 5.12(a), whether or not set forth in Section 5.12(a) of the iPCS Disclosure Schedule, is, together with each iPCS Sprint Agreement, referred to herein as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM a "iPCS Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party thereto."

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither BANC ONE nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMBANC ONE, i3FCN, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the BANC ONE Reports, (iv) which materially restricts the conduct of any line of business by BANC ONE, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM BANC ONE has previously made available to i3 true, FCN true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries BANC ONE is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 5.14(a), whether or not set forth in the BANC ONE Disclosure Schedule, is referred to herein as an “ACE*COMM a "BANC ONE Contract,” ", and neither ACE*COMM BANC ONE nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on BANC ONE. (i) Each ACE*COMM BANC ONE Contract is valid and binding on BANC ONE or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM BANC ONE and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM BANC ONE Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on BANC ONE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM BANC ONE or any of its Subsidiaries under any such ACE*COMM Contract orBANC ONE Contract, to except where such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on BANC ONE.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.15 of the ACE*COMM Seller Disclosure ScheduleSchedule and except for documents listed as exhibits to the Seller SEC Filings, neither ACE*COMM the Seller nor any of its Subsidiaries the Seller Bank is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer, employees employee or consultants (other than standard offer letters which provide for no more than at-will employment)consultant, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts act or eventsevent) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMthe Buyer, i3the Buyer Bank, the Seller, the Seller Bank, the Surviving Corporation Corporation, the Surviving Bank or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 120 days or less notice involving the payment of more than $50,000 per annum, (v) which materially restricts the conduct of any line of business by the Seller or the Seller Bank, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating . The Seller has previously delivered to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, Buyer true and correct and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM the Seller or any of its Subsidiaries the Seller Bank is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.15(a), whether or not set forth in Section 3.15 of the Seller Disclosure Schedule, is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM a "Seller Contract." (b) Except as set forth in Section 3.15 of the Seller Disclosure Schedule, (i) Each ACE*COMM each Seller Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM the Seller and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, Seller Bank has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Seller Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Seller or any of its Subsidiaries the Seller Bank under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoSeller Contract.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.14(a) of the ACE*COMM HopFed Disclosure Schedule, as of the date hereof, neither ACE*COMM HopFed nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Financial, i3HopFed, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts HopFed’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by HopFed or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) any of the benefits of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which HopFed Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM HopFed or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets. ACE*COMM has previously made available to i3 true, correct and complete copies rights or properties of all employmentHopFed or its Subsidiaries or (ix) that is a consulting agreement or data processing, consulting and deferred compensation agreements to software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which ACE*COMM are terminable by HopFed or any of its Subsidiaries is a partyon sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the HopFed Disclosure Schedule, is referred to herein as an a “ACE*COMM HopFed Contract,” and neither ACE*COMM HopFed nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on HopFed. (ib) Each ACE*COMM HopFed Contract is valid and binding on HopFed or one of its Subsidiaries, as applicable, and in full force and effect as effect, except as, either individually or in the aggregate, would not reasonably be expected to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM have a Material Adverse Effect on HopFed. HopFed and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM HopFed Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed. To HopFed’s knowledge each third-party counterparty to each HopFed Contract has in all material respects performed all obligations required to be performed by it to date under such HopFed Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM HopFed or any of its Subsidiaries under any such ACE*COMM Contract orHopFed Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on HopFed.

Certain Contracts. (a) Except as set forth at Section 4.11 3.13(a) of the ACE*COMM First ▇▇▇▇▇▇▇ Disclosure ScheduleSchedules, neither ACE*COMM First ▇▇▇▇▇▇▇ nor any of its Subsidiaries First ▇▇▇▇▇▇▇ Subsidiary is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMTower, i3First ▇▇▇▇▇▇▇, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by First ▇▇▇▇▇▇▇ or any of the First ▇▇▇▇▇▇▇ Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement), ) or (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.13(a) relating to of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueFirst ▇▇▇▇▇▇▇ Disclosure Schedules, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM First ▇▇▇▇▇▇▇ or any of its Subsidiaries is a party. Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of First ▇▇▇▇▇▇▇ or any of the First ▇▇▇▇▇▇▇ Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.13(a), whether or not set forth in Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules, is referred to herein as an a “ACE*COMM First ▇▇▇▇▇▇▇ Contract,” and neither ACE*COMM First ▇▇▇▇▇▇▇ nor any of its the First ▇▇▇▇▇▇▇ Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM First ▇▇▇▇▇▇▇ Contract. (i) Each ACE*COMM First ▇▇▇▇▇▇▇ Contract is a valid and binding obligation of First ▇▇▇▇▇▇▇ or the First ▇▇▇▇▇▇▇ Subsidiary party thereto and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM First ▇▇▇▇▇▇▇ and each of its the First ▇▇▇▇▇▇▇ Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, have in all material respects performed all obligations required to be performed by it to date under each ACE*COMM First ▇▇▇▇▇▇▇ Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM First ▇▇▇▇▇▇▇ or any of its the First ▇▇▇▇▇▇▇ Subsidiaries under any such ACE*COMM Contract orFirst ▇▇▇▇▇▇▇ Contract, and (iv) except as set forth in Section 3.13(b) of the First ▇▇▇▇▇▇▇ Disclosure Schedules, none of the First ▇▇▇▇▇▇▇ Contracts require the consent or approval of any other party thereto in connection with the consummation of the transactions contemplated by this Agreement and in order to provide Tower with the knowledge full benefit of ACE*COMM, any third the rights of First ▇▇▇▇▇▇▇ or the First ▇▇▇▇▇▇▇ Subsidiary that is a party theretothereto from and after the Merger.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Norwest nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM▇▇▇▇▇ Fargo, i3Norwest, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Norwest Reports, (iv) which materially restricts the conduct of any line of business by Norwest or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or other than (vwith respect to clauses (ii) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date and (vi) of this Agreement of a material amount of assetssentence) the Norwest Corporation Directors' Stock Deferral Plan and the Norwest Corporation Employees' Stock Deferral Plan. ACE*COMM Norwest has previously made available to i3 true, ▇▇▇▇▇ Fargo true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries Norwest is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the Norwest Disclosure Schedule, is referred to herein as an “ACE*COMM a "Norwest Contract,” ", and neither ACE*COMM Norwest nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Norwest. (i) Each ACE*COMM Norwest Contract is valid and binding on Norwest or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Norwest and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Norwest Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Norwest, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Norwest or any of its Subsidiaries under any such ACE*COMM Contract orNorwest Contract, to except where such default, either individually or in the knowledge of ACE*COMMaggregate, any third party theretowill not have a Material Adverse Effect on Norwest.

Certain Contracts. (a) Except for any contract, agreement, arrangement or understanding described in clauses (i), (iii), (iv), (v), (vii), (xii), (xiii), (xv), (xvi) and (xix) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 3.13(a) of the Company Disclosure Schedule contains a complete and accurate list of each of the following: (i) any agreement entered into by the Company or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business); (ii) any agreement that contains restrictions with respect to payment of dividends or any other distribution in respect of the equity of the Company or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to the Company or any of its Subsidiaries; (iv) any employment agreements with any officer, director or employee of the Company or any of its Subsidiaries or other Person on a consulting basis; (v) any management, consulting or advisory agreements, or severance plans or arrangements for any present or former employee of the Company or any of its Subsidiaries; (vi) any non-disclosure agreements and non-compete agreements binding present and former employees of the Company or any of its Subsidiaries; (vii) any agreement under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal; (viii) any agreement relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving the Company or any of its Subsidiaries or pursuant to which or the Company or any of its Subsidiaries has any liability, contingent or otherwise; (ix) any powers of attorney granted by or on behalf of the Company or any of its Subsidiaries; (x) any agreement, other than agreements entered into in the ordinary course of the Company's or any of its Subsidiaries' business consistent with past practice, which prevents the Company or any of its Subsidiaries from disclosing confidential information; (xi) any agreement which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xii) any sales distribution agreements, franchise agreements and advertising agreements relating to the Company or any of its Subsidiaries; (xiii) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Company or any of its Subsidiaries; (xiv) any agreement pursuant to which the Company or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person, other than Company Tower Leases; (xv) any agreement pursuant to which the Company or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) any agreement pursuant to which the Company has agreed to shift or allocate the liability of the Company, any of its Subsidiaries or any other Person for Taxes; (xvii) any agreement pursuant to which the Company may be required to file a registration statement under the Securities Act with respect to any securities issued by the Company or any of its Subsidiaries; (xviii) any joint venture agreement or partnership agreement; (xix) any private label or other resale arrangement; (xx) any construction contract or construction management contracts; (xxi) any agreement between the Company or any of its Subsidiaries, on the one hand, and any of their respective stockholders, on the other hand; and (xxii) any other agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and which is material to the Company and its Subsidiaries taken as a whole. (b) Each contract, arrangement, commitment or understanding of any type or form described in Section 3.13(a), whether or not set forth at in Section 4.11 3.13(a) of the ACE*COMM Company Disclosure Schedule, is referred to herein as a "Company Contract." (c) With respect to each Company Contract, except as it has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) the Company Contract is in full force and effect and is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, (ii) neither ACE*COMM the Company or any of its Subsidiaries is in breach or default under any Company Contract, (iii) neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Contract by any other party thereto. The Company has made available to Parent a true and complete copy of each Company Contract. (d) Neither the Company nor any of its Subsidiaries is a party to or bound by any oral contract, agreement, or other arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) understanding which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMif reduced to written form, i3, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will would be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement or commitment of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date listed on Section 3.13(a) of the Company Disclosure Schedule under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse the terms of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretothis Section 3.13(d).

Certain Contracts. (a) Except as set forth at in Section 4.11 4.15 of the ACE*COMM Company Disclosure Schedule, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement contract (whether written or commitment oral) (i) with respect to the employment of any directors, officers, employees directors or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from ACE*COMMParent, i3the Company, the Surviving Corporation or any of their respective Subsidiaries to any director, officer director or employee consultant thereof, (iii) with or to which is a labor union or guild material contract (including any collective bargaining agreement), (ivas defined in Item 601(b)(10) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of Regulation S-K of the benefits of which will SEC) to be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of a material amount more than $50,000 per annum, or (v) which materially restricts the conduct of assets. ACE*COMM has previously made available to i3 true, correct and complete copies any line of all employment, consulting and deferred compensation agreements to which ACE*COMM business by the Company or any of its Subsidiaries is a partySubsidiaries. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a4.15(a) is referred to herein as an “ACE*COMM a "Company Contract,” ". The Company has previously delivered or made available to Parent true and neither ACE*COMM nor any correct copies of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM each Company Contract. (b) (i) Each ACE*COMM Company Contract described in clause (iii) of Section 4.15(a) is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM the Company and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects has performed all obligations required to be performed by it to date under each ACE*COMM ContractCompany Contract described in clause (iii) of Section 4.15(a), and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries under any such ACE*COMM Company Contract ordescribed in clause (iii) of Section 4.15(a), and (iv) no other party to any Company Contract described in clause (iii) of Section 4.15(a) is, to the knowledge of ACE*COMMthe Company, in default in any third party theretorespect thereunder.

Certain Contracts. (a) Except as set forth at in Section 4.11 4.15(a) of the ACE*COMM Company Disclosure Schedule, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement contract (whether written or commitment oral) (i) with respect to the employment service of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from ACE*COMMParent, i3the Company, the Surviving Corporation or any of their respective Subsidiaries to any directorofficer, officer director or employee thereofconsultant of the Company or any of its Subsidiaries, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any as of the benefits date of this Agreement which will be increased, or the vesting is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the benefits of which will SEC) to be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of a material amount more than $50,000 per annum in the case of assets. ACE*COMM has previously made available to i3 trueany one such agreement or $100,000 in total payments in the case of any one such agreement, correct and complete copies or (v) which materially restricts the conduct of all employment, consulting and deferred compensation agreements to which ACE*COMM any line of business by the Company or any of its Subsidiaries is a partySubsidiaries. Each contractcontract of the type described in clause (iii) of this Section 4.15(a), arrangement whether or commitment not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract.” The Company has previously delivered or made available to Parent true and correct copies of each contract of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract4.15(a). (b) Except as set forth in Section 4.15(b) of the Company Disclosure Schedule, (i) Each ACE*COMM each Company Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM the Company and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects has performed all obligations required to be performed by it to date under each ACE*COMM Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries under any such ACE*COMM Company Contract, and (iv) no other party to any Company Contract oris, to the knowledge of ACE*COMMthe Company, in default in any third party theretorespect thereunder.

Certain Contracts. (a) Except for any Contracts (as defined below) described in clauses (i), (iii), (iv), (v), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi), (xix) and (xx) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 4.12(a) of the Company Disclosure Schedule contains a complete and accurate list of each of the following Contracts: (i) Contracts of the Company or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) (such Contracts being referred to herein as the "Company Debt Agreements"); (ii) Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of the Company or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to the Company or any of its Subsidiaries; (iv) any Contracts with any employee of the Company or any of its Subsidiaries and any consulting agreements with another Person; (v) any management, consulting or advisory Contracts or severance plans or arrangements for any present employee or former employee of the Company or any of its Subsidiaries that are currently in effect; (vi) any non-disclosure Contracts and non-compete Contracts binding present employees of the Company or any of its Subsidiaries; (vii) any Contract under which the Company or any of its Subsidiaries is a lessee of or holds or operates any property, real or personal; (viii) any Contract under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal; (ix) any Contract relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving the Company or any of its Subsidiaries and pursuant to which or the Company or any of its Subsidiaries has any material liability, contingent or otherwise; (x) any Contract, other than Contracts entered into in the ordinary course of the Company's or any of its Subsidiaries' business consistent with past practice, which prevents the Company or any of its Subsidiaries from disclosing confidential information; (xi) any Contract which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xii) any sales distribution Contracts, franchise Contracts and advertising Contracts relating to the Company or any of its Subsidiaries; (xiii) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Company or any of its Subsidiaries; (xiv) any Contract pursuant to which the Company or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person; (xv) any Contract pursuant to which the Company or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) any Contract pursuant to which the Company has agreed to shift or allocate the liability of the Company, any of its Subsidiaries or any other Person for Taxes; (xvii) any Contract pursuant to which the Company may be required to file a registration statement under the Securities Act with respect to any securities issued by the Company; (xviii) any Contract with respect to a joint venture or partnership; (xix) any resale Contract or mobile virtual network operator Contract; (xx) any vendor Contracts; (xxi) any construction Contracts or construction management Contracts; (xxii) any powers of attorney granted by or on behalf of the Company or any of its Subsidiaries other than in the ordinary course of business; and (xxiii) any other Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and which is material to the Company and its Subsidiaries taken as a whole. (b) With respect to each Company Contract (as defined below), except as set forth at in Section 4.11 4.12(b) of the ACE*COMM Company Disclosure ScheduleSchedule and except as it has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) the Company Contract is in full force and effect and enforceable 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), and is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto; (ii) neither ACE*COMM the Company nor any of its Subsidiaries is in breach or default thereof, nor has the Company or any of its Subsidiaries received notice that it is in breach of or default thereof; (iii) to the knowledge of the Company, no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by the Company or any of its Subsidiaries or by any other party thereto; (iv) to the knowledge of the Company, no event has occurred that would permit termination, modification, or acceleration thereof by any other party thereto; and (v) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto has repudiated such Company Contract. Neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) verbal Contract which, upon execution if reduced to written form, would be required to be listed on Section 4.12(a) of the Company Disclosure Schedule under the terms of this Agreement or Section 4.12. (c) Neither the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement or commitment of the type described in this Section 4.11(a) is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM Company nor any of its Subsidiaries has been in material breach of or default under, or has received written notice of, nor do a waiver of any executive officers material breach of such entities have any knowledge ofor default under, any violation of any ACE*COMM ContractCompany Debt Agreement. (id) Each ACE*COMM Contract is valid and binding and of any type or form described in full force and effect Section 4.12(a), whether or not set forth in Section 4.12(a) of the Company Disclosure Schedule, is, together with each Company Sprint Agreement, referred to herein as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM a "Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party thereto".

Certain Contracts. (a) Except as set forth at in Section 4.11 4.14(a) of the ACE*COMM HRB Disclosure Schedule, neither ACE*COMM HRB nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment), that involves annual compensation in excess of $150,000; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMHRB, i3Xenith, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by HRB or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or ; (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM HRB or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of $100,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets. ACE*COMM has previously made available to i3 true, correct and complete copies rights or properties of all employmentHRB or its Subsidiaries; or (ix) that is a consulting agreement or data processing, consulting and deferred compensation agreements to software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which ACE*COMM are terminable by HRB or any of its Subsidiaries is a partyon 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a4.14(a) is referred to herein as an a “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM HRB Contract.” (i) Each ACE*COMM HRB Contract is valid and binding on HRB or one of its Subsidiaries, as applicable, and in full force and effect as effect, except as, either individually or in the aggregate, would not reasonably be expected to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretohave a Material Adverse Effect on HRB, (ii) ACE*COMM HRB and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects has performed all obligations required to be performed by it to date under each ACE*COMM HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iii) to HRB’s knowledge each third-party counterparty to each HRB Contract has performed all obligations required to be performed by it under such HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iv) neither HRB nor any of its Subsidiaries knows of, or has received notice of, any violation of any HRB Contract by any of the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HRB and (iiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM HRB or any of its Subsidiaries under any such ACE*COMM Contract orHRB Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on HRB.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM FICS Disclosure Schedule, neither ACE*COMM FICS nor any of its Subsidiaries FICS Subsidiary is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) ), except as contemplated by Article I, becoming due from ACE*COMMS1, i3, the Surviving Corporation FICS or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by FICS or any FICS Subsidiary, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as contemplated by Article I and as set forth on Section 3.12(a)(v) of the FICS Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueFICS Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM FICS or any of its Subsidiaries FICS Subsidiary is a party. Section 3.12(a) of the FICS Disclosure Schedule sets forth a list of all (i) material contracts (as defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) of FICS and the FICS Subsidiaries and (ii) any other contract to which FICS or any FICS Subsidiary is obligated to pay $15,000 or more in any annual period. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the FICS Disclosure Schedule, is referred to herein as an “ACE*COMM a "FICS Contract,” " and neither ACE*COMM FICS nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM FICS Contract. (i) Each ACE*COMM FICS Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM FICS and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, FICS Subsidiary has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM FICS Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM FICS or any of its Subsidiaries FICS Subsidiary under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoFICS Contract.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.14(a) of the ACE*COMM MainSource Disclosure Schedule, as of the date hereof, neither ACE*COMM MainSource nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Financial, i3MainSource, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts MainSource’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by MainSource or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) any of the benefits of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which MainSource Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM MainSource or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets. ACE*COMM has previously made available to i3 true, correct and complete copies rights or properties of all employmentMainSource or its Subsidiaries or (ix) that is a consulting agreement or data processing, consulting and deferred compensation agreements to software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which ACE*COMM are terminable by MainSource or any of its Subsidiaries is a partyon sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the MainSource Disclosure Schedule, is referred to herein as an a “ACE*COMM MainSource Contract,” and neither ACE*COMM MainSource nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on MainSource. (ib) Each ACE*COMM MainSource Contract is valid and binding on MainSource or one of its Subsidiaries, as applicable, and in full force and effect as effect, except as, either individually or in the aggregate, would not reasonably be expected to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM have a Material Adverse Effect on MainSource. MainSource and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM MainSource Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MainSource. To MainSource’s knowledge each third-party counterparty to each MainSource Contract has in all material respects performed all obligations required to be performed by it to date under such MainSource Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MainSource, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM MainSource or any of its Subsidiaries under any such ACE*COMM Contract orMainSource Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on MainSource.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither IFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMIFC, i3Pinnacle, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the IFC Reports, (iv) which materially restricts the conduct of any line of business by IFC, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM IFC has previously made available to i3 true, Pinnacle true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries IFC is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the IFC Disclosure Schedule, is referred to herein as an “ACE*COMM "IFC Contract,” ", and neither ACE*COMM IFC nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on IFC. (i) Each ACE*COMM IFC Contract is valid and binding on IFC or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM IFC and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM IFC Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on IFC, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM IFC or any of its Subsidiaries under any such ACE*COMM Contract orIFC Contract, to except where such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on IFC.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM S1 Disclosure Schedule, neither ACE*COMM S1 nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no not more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMS1, i3, the Surviving Corporation Edify or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option planexcept as set forth on Section 4.11(a)(iv) of the S1 Disclosure Schedule, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (iv), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan), (v) containing any covenant materially limiting the right of S1 or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) relating to the disposition or acquisition by ACE*COMM S1 or any of its Subsidiaries after the date of this Agreement of a material amount of assetsassets not in the ordinary course of business or pursuant to which S1 or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than S1's Subsidiaries that is material to S1's business as currently conducted, or (vii) to provide source code to any third party for any product or technology that is material to S1 and its Subsidiaries taken as a whole. ACE*COMM has previously made available to i3 trueExcept as set forth at Section 4.11 of the S1 Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM S1 or any of its Subsidiaries is a party. Section 4.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of S1 and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a), whether or not set forth in Section 4.11(a) of the S1 Disclosure Schedule, is referred to herein as an “ACE*COMM a "S1 Contract,” " and neither ACE*COMM S1 nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM S1 Contract. (i) Each ACE*COMM S1 Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM S1 thereunder, and, and to the knowledge of ACE*COMMS1, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM S1 and each of its Subsidiaries has, and to the knowledge of ACE*COMMS1, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM S1 Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM S1 or any of its Subsidiaries under any such ACE*COMM S1 Contract or, to the knowledge of ACE*COMMS1, any third party thereto.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither MGIC nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMMGIC, i3Radian, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the MGIC Reports, (iv) which materially restricts the conduct of any line of business by MGIC or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating to any MGIC Reinsurance Contract (as defined in Section 4.14(b)), other than captive mortgage reinsurance contracts, where the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assetsrisk ceded as of December 31, 2006 exceeds $250 million. ACE*COMM MGIC has previously made available to i3 true, Radian true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM MGIC or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the MGIC Disclosure Schedule, is referred to herein as an a “ACE*COMM MGIC Contract,” and neither ACE*COMM MGIC nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MGIC. (i) Each ACE*COMM MGIC Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which MGIC or any of its Subsidiaries is a party (each a “MGIC Reinsurance Contract”) is valid and binding on MGIC and/or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM MGIC and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM MGIC Contract and each MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, (iii) to MGIC’s knowledge each third-party counterparty to each MGIC Contract and each MGIC Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such MGIC Contract or MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM MGIC or any of its Subsidiaries under any such ACE*COMM MGIC Contract oror MGIC Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on MGIC.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFifth Third, i3Old Kent, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Old Kent Reports, (iv) which materially restricts the conduct of any line of business by Old Kent or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM Old Kent has previously made available to i3 true, Fifth Third true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM Old Kent or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the Old Kent Disclosure Schedule, is referred to herein as an “ACE*COMM a "Old Kent Contract,” " and neither ACE*COMM Old Kent nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Old Kent. (b) With such exceptions that, either individually or in the aggregate, will not have a Material Adverse Effect on Old Kent, (i) Each ACE*COMM each Old Kent Contract is valid and binding on Old Kent or any of its Subsidiaries, as applicable, and is in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Old Kent and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Old Kent Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Old Kent or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoOld Kent Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither ▇▇▇▇▇ Fargo nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM▇▇▇▇▇ Fargo, i3Norwest, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the ▇▇▇▇▇ Fargo Reports, (iv) which materially restricts the conduct of any line of business by ▇▇▇▇▇ Fargo or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM ▇▇▇▇▇ Fargo has previously made available to i3 true, Norwest true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries ▇▇▇▇▇ Fargo is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the ▇▇▇▇▇ Fargo Disclosure Schedule, is referred to herein as an “ACE*COMM a "▇▇▇▇▇ Fargo Contract,” ", and neither ACE*COMM ▇▇▇▇▇ Fargo nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on ▇▇▇▇▇ Fargo. (i) Each ACE*COMM ▇▇▇▇▇ Fargo Contract is valid and binding on ▇▇▇▇▇ Fargo or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM ▇▇▇▇▇ Fargo and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM ▇▇▇▇▇ Fargo Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on ▇▇▇▇▇ Fargo, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM ▇▇▇▇▇ Fargo or any of its Subsidiaries under any such ACE*COMM Contract or▇▇▇▇▇ Fargo Contract, to except where such default, either individually or in the knowledge of ACE*COMMaggregate, any third party theretowill not have a Material Adverse Effect on ▇▇▇▇▇ Fargo.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM MECH Disclosure Schedule, neither ACE*COMM MECH nor any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM▇▇▇▇▇▇▇, i3MECH, the Surviving Corporation MS Bank, ▇▇▇▇▇▇▇ Bank or any of their respective Subsidiaries to any director, officer or employee thereofof MECH or any Subsidiary, (iii) which materially restricts the conduct of any line of business by MECH or any Subsidiary, (iv) with or to a labor union or guild (including any collective bargaining agreement), ) or (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, Agreement or the Bank Merger Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueMECH Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM MECH or any of its Subsidiaries is a party. Section 3.12 of the MECH Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of MECH and each of its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a) 3.12(a), whether or not set forth in Section 3.12 of the MECH Disclosure Schedule, is referred to herein as an “ACE*COMM a "MECH Contract,” " and neither ACE*COMM MECH nor any of its Subsidiaries Subsidiary has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM ContractMECH Contract by MECH. (i) Each ACE*COMM MECH Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM MECH and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM MECH Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM MECH or any of its Subsidiaries Subsidiary under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoMECH Contract.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.13(a) of the ACE*COMM Partners Disclosure Schedule, as of the date hereof, neither ACE*COMM Partners nor any of its Subsidiaries is a party to or bound by any contract, arrangement agreement, arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directors, officers, or employees or consultants (other than standard offer letters which provide for no that requires the payment of more than at-will employment), $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by Partners or a Subsidiary without the payment of severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMLINK, i3Partners, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (iv) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Partners or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (ivvi) any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or ; (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM Partners or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets. ACE*COMM has previously made available to i3 true, correct and complete copies rights or properties of all employmentPartners or its Subsidiaries; (ix) that is a consulting agreement or data processing, consulting and deferred compensation agreements to software programming or licensing contract involving the payment of more than $75,000 per annum (other than any such contracts which ACE*COMM are terminable by Partners or any of its Subsidiaries is on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of Partners or any of its Subsidiaries with a partymaximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or receipts by or to Partners or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by Partners or any Subsidiary of Partners of any material penalty. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.13(a) whether or not set forth in Partners Disclosure Schedule, is referred to herein as an a “ACE*COMM Partners Contract,” ”, and neither ACE*COMM Partners nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any material violation of any ACE*COMM Partners Contract by any of the parties thereto. (b) Partners has made available to LINK a true, correct and complete copy of each written Partners Contract and each written amendment to any Partners Contract. Section 3.13(b) of Partners Disclosure Schedule sets forth a true, correct and complete description of any oral Partners Contract and any oral amendment to any Partners Contract. (ic) Each ACE*COMM Partners Contract is valid and binding on Partners or one of its Subsidiaries, as applicable, and is in full force and effect as effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. Each Partners Contract is enforceable against Partners or the obligations of ACE*COMM thereunder, applicable Subsidiary and, to the knowledge of ACE*COMMPartners, is valid and binding and in full force and effect the counterparty thereto (except as to the obligations may be limited by the third parties thereto, (ii) ACE*COMM Enforceability Exceptions). Partners and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Partners Contract. To the knowledge of Partners, each third-party counterparty to each Partners Contract has in all material respects performed all obligations required to be performed by it under such Partners Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Partners or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge Partners Contract. Neither Partners nor any Subsidiary of ACE*COMM, Partners has received or delivered any third party theretonotice of cancellation or termination of any Partners Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM Catskill Disclosure Schedule, neither ACE*COMM Catskill nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMTroy, i3Catskill, the Surviving Corporation or any of their respective Subsidiaries to any directordirecto▇, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Catskill or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.12(a)(v) of the Catskill Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueCatskill Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM Catskill or any of its Subsidiaries is a party. Section 3.12(a) of the Catskill Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Catskill and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the Catskill Disclosure Schedule, is referred to herein as an “ACE*COMM a "Catskill Contract,” " and neither ACE*COMM Catskill nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM Catskill Contract. (i) Each ACE*COMM Catskill Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Catskill and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Catskill Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Catskill or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoCatskill Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Radian nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMMGIC, i3Radian, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Radian Reports, (iv) which materially restricts the conduct of any line of business by Radian or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating to any Radian Reinsurance Contract (as defined in Section 3.14(b)), other than captive mortgage reinsurance contracts, where the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assetsrisk ceded as of December 31, 2006 exceeds $250 million. ACE*COMM Radian has previously made available to i3 true, MGIC true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM Radian or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the Radian Disclosure Schedule, is referred to herein as an a “ACE*COMM Contract,” and Radian Contract,”and neither ACE*COMM Radian nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Radian. (i) Each ACE*COMM Radian Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which Radian or any of its Subsidiaries is a party (each a “Radian Reinsurance Contract”) is valid and binding on Radian or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Radian and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Radian Contract and each Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, (iii) to Radian’s knowledge each third-party counterparty to each Radian Contract and each Radian Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such Radian Contract or Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Radian or any of its Subsidiaries under any such ACE*COMM Radian Contract oror Radian Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on Radian.

Certain Contracts. Each contract, arrangement, commitment or understanding (awhether written or oral) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth at in Section 4.11 4.14(a) of the ACE*COMM First Financial Disclosure ScheduleSchedule or as filed by First Financial with the SEC, as of the date hereof, neither ACE*COMM First Financial nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Financial, i3First Financial, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which restricts First Financial’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by First Financial or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (iv) with or to a labor union or guild (including any collective bargaining agreement), (ivv) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of TABLE OF CONTENTS any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or and (vvi) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM First Financial or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of assets. ACE*COMM has previously made available to i3 true$1,000,000 or more including any sale and leaseback transactions, correct capitalized leases and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a partyother similar financing transactions. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the First Financial Disclosure Schedule or filed by First Financial with the SEC, is referred to herein as an a “ACE*COMM First Financial Contract,” and neither ACE*COMM First Financial nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and of the other parties thereto which would reasonably be expected to have, either individually or in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constituteaggregate, a material default Material Adverse Effect on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoFirst Financial.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure SchedulePreviously Disclosed, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (ia) as of the date hereof, with respect to the employment employment, termination or compensation of any directors, executive officers, key employees or material consultants (other than standard offer letters oral contracts of employment at will which provide for no more than at-will employmentmay be terminated without penalty), (iib) which, upon execution which is a "material contract" (as such term is defined in Item 601(b)(10) of this Agreement or the consummation Regulation S-K of the transactions contemplated SEC) that has not been filed with or incorporated by this Agreement will reference in the Company Reports, (either alone c) which contains any material non-compete or upon exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Company or any of their respective Subsidiaries to its affiliates or which restricts the conduct of any director, officer business by the Company or employee thereofany of its affiliates or any geographic area in which the Company or any of its affiliates may conduct business or requires exclusive referrals of any business, (iiid) with except as contemplated by Article I hereof or to a labor union or guild (including any collective bargaining agreement), (iv) as set forth in Section 3.11 of the Company Disclosure Schedule (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the funding, vesting or payment of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, Agreement or (ve) relating to which would prohibit or materially delay the disposition consummation of the Merger or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assetsOffer. ACE*COMM The Company has previously made available to i3 true, Parent true and correct and complete copies of all employment, consulting termination and deferred compensation agreements (including deferred compensation) with executive officers, key employees or material consultants which are in writing and to which ACE*COMM the Company or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as an “ACE*COMM Contract,” a "COMPANY CONTRACT", and neither ACE*COMM the Company nor any of its Subsidiaries has received written notice Knowledge of, nor do any executive officers of such entities have any knowledge or has received notice of, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Company Contract is valid and binding and in full force and effect as to by any of the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third other parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party thereto.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Radian nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMMGIC, i3Radian, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Radian Reports, (iv) which materially restricts the conduct of any line of business by Radian or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating to any Radian Reinsurance Contract (as defined in Section 3.14(b)), other than captive mortgage reinsurance contracts, where the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assetsrisk ceded as of December 31, 2006 exceeds $250 million. ACE*COMM Radian has previously made available to i3 true, MGIC true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM Radian or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the Radian Disclosure Schedule, is referred to herein as an a “ACE*COMM Radian Contract,” and neither ACE*COMM Radian nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Radian. (i) Each ACE*COMM Radian Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which Radian or any of its Subsidiaries is a party (each a “Radian Reinsurance Contract”) is valid and binding on Radian or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Radian and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Radian Contract and each Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, (iii) to Radian’s knowledge each third-party counterparty to each Radian Contract and each Radian Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such Radian Contract or Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Radian or any of its Subsidiaries under any such ACE*COMM Radian Contract oror Radian Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the knowledge of ACE*COMM, any third party theretohave a Material Adverse Effect on Radian.

Certain Contracts. (a) Except as set forth at Section 4.11 3.11 of the ACE*COMM S1 Disclosure Schedule, neither ACE*COMM S1 nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) ), becoming due from ACE*COMM, i3, the Surviving Corporation S1 or any of their its respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by S1 or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.11(a)(v) of the S1 Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.11 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueS1 Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM S1 or any of its Subsidiaries is a party. Section 3.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of S1 and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.11(a), whether or not set forth in Section 3.11(a) of the S1 Disclosure Schedule, is referred to herein as an “ACE*COMM a "S1 Contract,” " and neither ACE*COMM S1 nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM S1 Contract. (i) Each ACE*COMM S1 Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM S1 and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM S1 Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM S1 or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoS1 Contract.

Certain Contracts. (a) a Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedulein SCHEDULE 4.13 hereto, neither ACE*COMM Holding nor any of its Subsidiaries Sub is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants (other with respect to the employment of any consultant which cannot be terminated with a payment of less than standard offer letters which provide for no more than at-will employment)$50,000, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Holding or any of their respective Subsidiaries Sub to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $50,000 per annum, (v) which restricts the conduct of any line of business by Holding or Sub, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating . Holding has previously delivered to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct Company true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM Holding or any of its Subsidiaries Sub is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) Section, whether or not set forth in SCHEDULE 4.13 hereto is referred to herein as an “ACE*COMM a "Holding Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract". (b (i) Each ACE*COMM Holding Contract is legal, valid and binding upon Holding or Sub, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM and Holding or Sub each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Holding Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Holding or any of its Subsidiaries Sub under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoHolding Contract.

Certain Contracts. (a) Except as set forth at expressly permitted by Section 4.11 of the ACE*COMM Disclosure Schedule4.1(a), neither ACE*COMM the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (i) with respect to the employment of any directors, officersexecutive officers or key employees, employees or with any consultants (other than standard offer letters which provide for no involving the payment of $50,000 or more than at-will employment)per annum, (ii) which, upon execution which is a “material contract” (as such term is defined in Item 601(b)(10) of this Agreement or the consummation Regulation S-K of the transactions contemplated SEC) that has not been filed as an exhibit to or incorporated by this Agreement will reference in the Company SEC Reports, (either alone iii) which materially limits the ability of the Company or upon the occurrence any Company Subsidiary to compete in any line of business, in any geographic area or with any person, or which requires referrals of any additional acts business or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, requires the Surviving Corporation Company or any of their respective Subsidiaries its affiliates to make available investment opportunities to any directorperson on a priority, officer equal or employee thereofexclusive basis, (iiiiv) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) which would reasonably be expected to prohibit or delay the consummation of any of the transactions contemplated by this Agreement, (vvii) relating to for the disposition distribution or acquisition by ACE*COMM resale of the products of the Company or any Company Subsidiary, (viii) with respect to indebtedness for borrowed money, including letters of its Subsidiaries after credit, guaranties, indentures, swaps and similar agreements, in excess of $100,000, and (ix) with respect to capital expenditures or commitments, except as set forth on Section 4.1(a)(v) of the date of this Agreement of a material amount of assetsCompany Disclosure Letter. ACE*COMM The Company has previously made available to i3 true, correct Parent complete and complete accurate copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a partyCompany Contracts. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.1(o), whether or not set forth on Section 3.1(o) of the Company Disclosure Letter, is referred to herein as an a “ACE*COMM Company Contract,” and neither ACE*COMM the Company nor any of its Subsidiaries Company Subsidiary knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contract. of the other parties thereto. All contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company (i) Each ACE*COMM Contract is valid other than any wholly owned Company Subsidiary), on the one hand, and binding and in full force and effect as the Company or any Subsidiary of Company, on the other hand, are on terms no less favorable to the obligations of ACE*COMM thereunder, and, Company or to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each such Company Subsidiary than would be obtained with an unaffiliated third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoan arm’s-length basis.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Herkimer nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMPartners Trust, i3Herkimer, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Herkimer or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement), ) or (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to the disposition ), any stock option plan, stock appreciation rights plan, restricted stock plan or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assetsstock purchase plan). ACE*COMM has previously made available to i3 true, correct and complete copies of all There are no employment, consulting and deferred compensation agreements to which ACE*COMM Herkimer or any of its Subsidiaries is a party. Section 3.12(a) of the Herkimer Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Herkimer and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the Herkimer Disclosure Schedule, is referred to herein as an “ACE*COMM a "Herkimer Contract,” " and neither ACE*COMM Herkimer nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM Herkimer Contract. (i) Each ACE*COMM Herkimer Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Herkimer and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Herkimer Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Herkimer or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoHerkimer Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Professionals Group nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMPPTF, i3Professionals Group, the Surviving Corporation or PICOM, INSC▇, ▇▇ any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Professionals Group Reports, (iv) which materially restricts the conduct of any line of business by Professionals Group, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM Professionals Group has previously made available to i3 true, PPTF true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM Professionals Group or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the Professionals Group Disclosure Schedule, is referred to herein in this Agreement as an “ACE*COMM a "Professionals Group Contract,” ", and neither ACE*COMM Professionals Group nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, either individually or in the aggregate, would have a Material Adverse Effect on Professionals Group. (ib) Each ACE*COMM Professionals Group Contract is valid and binding on Professionals Group or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid effect. Professionals Group and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, have in all material respects performed all obligations required to be performed by it them to date under each ACE*COMM Professionals Group Contract, and (iii) no except where such noncompliance, either individually or in the aggregate, would not have a Material Adverse Effect on Professionals Group. No event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Professionals Group or any of its Subsidiaries under any such ACE*COMM Contract orProfessionals Group Contract, to except where such default, either individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on Professionals Group.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither CDXX nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMCDXX, i3PENSAT, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any officer, director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the CDXX Reports, (iv) which materially restricts the conduct of any line of business by CDXX or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a telecommunications company holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option warrant plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any plan)any of the benefits Benefits of which will be increased, or the vesting of the benefits Benefits of which will be accelerated accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits Benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM CDXX has previously made available to i3 true, PENSAT true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM CDXX or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.18(a), whether or not set forth in the CDXX Disclosure Schedule, is referred to herein as an “ACE*COMM a "CDXX Contract,” " and neither ACE*COMM CDXX nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CDXX. (i) Each ACE*COMM CDXX Contract is valid and binding on CDXX and/or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM CDXX and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM CDXX Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CDXX, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM CDXX or any of its Subsidiaries under any such ACE*COMM Contract orCDXX Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on CDXX. (c) As of the Effective Time, CDXX will have executed an agreement (the "Spinout Agreement") to divest the knowledge existing operations of ACE*COMMCDXX to an independent company (the "Spinout Company"). The Spinout Agreement will provide that all operations, assets (except for cash and a PENSAT note aggregating $1 million in value) and all actual and contingent liabilities are divested to Spinout Company and that Spinout Company indemnifies CDXX for any third party theretopast or future liabilities associated with CDXX's prior operations. A copy of the Spinout Agreement is attached hereto as Exhibit 4.18.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither BANC ONE nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence occur- rence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMBANC ONE, i3FCN, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the BANC ONE Reports, (iv) which materially restricts the conduct of any line of business by BANC ONE, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM BANC ONE has previously made available to i3 true, FCN true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries BANC ONE is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 5.14(a), whether or not set forth in the BANC ONE Disclosure Schedule, is referred to herein as an “ACE*COMM a "BANC ONE Contract,” ", and neither ACE*COMM BANC ONE nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on BANC ONE. (i) Each ACE*COMM BANC ONE Contract is valid and binding on BANC ONE or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM BANC ONE and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM BANC ONE Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on BANC ONE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM BANC ONE or any of its Subsidiaries under any such ACE*COMM Contract orBANC ONE Contract, to except where such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on BANC ONE.

Certain Contracts. (a) Except as set forth at expressly permitted by Section 4.11 of the ACE*COMM Disclosure Schedule4.1(a), neither ACE*COMM the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (i) with respect to the employment of any directors, officersexecutive officers or key employees, employees or with any consultants (other than standard offer letters which provide for no involving the payment of $50,000 or more than at-will employment)per annum, (ii) which, upon execution which is a "material contract" (as such term is defined in Item 601(b)(10) of this Agreement or the consummation Regulation S-K of the transactions contemplated SEC) that has not been filed as an exhibit to or incorporated by this Agreement will reference in the Company SEC Reports, (either alone iii) which materially limits the ability of the Company or upon the occurrence any Company Subsidiary to compete in any line of business, in any geographic area or with any person, or which requires referrals of any additional acts business or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, requires the Surviving Corporation Company or any of their respective Subsidiaries its affiliates to make available investment opportunities to any directorperson on a priority, officer equal or employee thereofexclusive basis, (iiiiv) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) which would reasonably be expected to prohibit or delay the consummation of any of the transactions contemplated by this Agreement, (vvii) relating to for the disposition distribution or acquisition by ACE*COMM resale of the products of the Company or any Company Subsidiary, (viii) with respect to indebtedness for borrowed money, including letters of its Subsidiaries after credit, guaranties, indentures, swaps and similar agreements, in excess of $100,000, and (ix) with respect to capital expenditures or commitments, except as set forth on Section 4.1(a)(v) of the date of this Agreement of a material amount of assetsCompany Disclosure Letter. ACE*COMM The Company has previously made available to i3 true, correct Parent complete and complete accurate copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a partyCompany Contracts. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.1(o), whether or not set forth on Section 3.1(o) of the Company Disclosure Letter, is referred to herein as an “ACE*COMM Contracta "COMPANY CONTRACT,” " and neither ACE*COMM the Company nor any of its Subsidiaries Company Subsidiary knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contract. of the other parties thereto. All contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company (i) Each ACE*COMM Contract is valid other than any wholly owned Company Subsidiary), on the one hand, and binding and in full force and effect as the Company or any Subsidiary of Company, on the other hand, are on terms no less favorable to the obligations of ACE*COMM thereunder, and, Company or to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each such Company Subsidiary than would be obtained with an unaffiliated third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoan arm's-length basis.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM Catskill Disclosure Schedule, neither ACE*COMM Catskill nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM▇▇▇▇, i3Catskill, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Catskill or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.12(a)(v) of the Catskill Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueCatskill Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM Catskill or any of its Subsidiaries is a party. Section 3.12(a) of the Catskill Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Catskill and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the Catskill Disclosure Schedule, is referred to herein as an “ACE*COMM a "Catskill Contract,” " and neither ACE*COMM Catskill nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM Catskill Contract. (i) Each ACE*COMM Catskill Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Catskill and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Catskill Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Catskill or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoCatskill Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12 of the ACE*COMM Beve▇▇▇ ▇▇▇p. Disclosure Schedule, neither ACE*COMM Beve▇▇▇ ▇▇▇p. nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMSt. Paul, i3▇▇▇▇▇▇▇ ▇▇▇p., the Surviving Corporation Beve▇▇▇ ▇▇▇k, Beve▇▇▇ ▇▇▇st, St. Paul ▇▇▇k or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Beve▇▇▇ ▇▇▇p., Beve▇▇▇ ▇▇▇st, or Beve▇▇▇ ▇▇▇k, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.12(a)(v) of the Beve▇▇▇ ▇▇▇p. Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, Agreement or the Bank Merger Agreement (including as to this clause (v) relating to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueBeve▇▇▇ ▇▇▇p. Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM Beve▇▇▇ ▇▇▇p. or any of its Subsidiaries is a party. Section 3.12(a) of the Beve▇▇▇ ▇▇▇p. Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Beve▇▇▇ ▇▇▇p. and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the Beve▇▇▇ ▇▇▇p. Disclosure Schedule, is referred to herein as an “ACE*COMM a "Beve▇▇▇ ▇▇▇p. Contract,” " and neither ACE*COMM Beve▇▇▇ ▇▇▇p. nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM Beve▇▇▇ ▇▇▇p. Contract. (i) Each ACE*COMM Beve▇▇▇ ▇▇▇p. Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Beve▇▇▇ ▇▇▇p. and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Beve▇▇▇ ▇▇▇p. Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Beve▇▇▇ ▇▇▇p. or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoBeve▇▇▇ ▇▇▇p. Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 3.11 of the ACE*COMM Q-Up Disclosure Schedule, neither ACE*COMM Q-Up nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMS1, i3Q-Up, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) containing any covenant materially limiting the right of Q-Up or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) relating to the disposition or acquisition by ACE*COMM Q-Up or any of its Subsidiaries after the date of this Agreement of a material amount of assetsassets not in the ordinary course of business or pursuant to which Q-Up or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Q-Up's Subsidiaries that is material to Q-Up's business as currently conducted, or (vii) to provide source code to any third party for any product or technology that is material to Q-Up and its Subsidiaries taken as a whole. ACE*COMM Q-Up has previously made available to i3 S1 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM Q-Up or any of its Subsidiaries is a party. Section 3.11(a) of the Q-Up Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Q-Up. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.11(a), whether or not set forth in Section 3.11(a) of the Q-Up Disclosure Schedule, is referred to herein as an “ACE*COMM Contract,” "Q-UP CONTRACT", and neither ACE*COMM Q-Up nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM material Q-Up Contract. (i) Each ACE*COMM Except as set forth in Section 3.11 of the Q-Up Disclosure Schedule, each Q-Up Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM Q-Up thereunder, and, to the knowledge of ACE*COMMQ-Up, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM Q-Up and each of its Subsidiaries has, and to the knowledge of ACE*COMMQ-Up, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Q-Up Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Q-Up or any of its Subsidiaries under any such ACE*COMM Q-Up Contract or, to the knowledge of ACE*COMMQ-Up, any third party thereto.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.13(a) of the ACE*COMM Company Disclosure Schedule, as of the date hereof, neither ACE*COMM Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMPurchaser, i3Company, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts Company’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by Company or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) any of the benefits of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which Company Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM Company or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct Federal Home Loan Bank and complete copies of all employment, consulting and deferred compensation securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Company or its Subsidiaries or (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum (other than any such contracts which ACE*COMM are terminable by Company or any of its Subsidiaries is a partyon sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as an a “ACE*COMM Company Contract,” and neither ACE*COMM Company nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which would ▇▇▇-▇▇▇▇-▇▇▇▇/10/AMERICAS reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company. (ib) Each ACE*COMM Company Contract is valid and binding on Company or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM effect. Company and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in has performed all material respects performed all obligations required to be performed by it to date under each ACE*COMM Company Contract. To Company’s knowledge each third-party counterparty to each Company Contract has performed all material obligations required to be performed by it to date under such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Company or any of its Subsidiaries under any such ACE*COMM Company Contract. No third-party counterparty to any Company Contract or, has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Company Contract as a result of the knowledge of ACE*COMM, any third party theretoPandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth at Section 4.11 3.12(a) of the ACE*COMM MidConn Disclosure Schedule, neither ACE*COMM nor any of its Subsidiaries MidConn Bank is not a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement, the Option Agreement or the Articles of Combination will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMEFC, i3Eagle Bank, MidConn Bank, the Surviving Corporation Bank or any of their respective EFC's Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by MidConn Bank, (iv) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Option Agreement or the Articles of Combination, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, the Option Agreement or (vthe Articles of Combination. Section 3.12(a) relating to of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 MidConn Disclosure Schedule includes true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries MidConn Bank is a party. Section 3.12(a) of the MidConn Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of the SEC's Regulation S-K) of MidConn Bank. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.12(a), whether or not set forth in Section 3.12(a) of the MidConn Disclosure Schedule, is referred to herein as an “ACE*COMM a "MidConn Bank Contract,” " and neither ACE*COMM nor any of its Subsidiaries MidConn Bank has not received written notice of, nor do any executive officers of such entities does it have any knowledge of, any violation of any ACE*COMM MidConn Bank Contract. (i) Each ACE*COMM MidConn Bank Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, MidConn Bank has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM MidConn Bank Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM or any of its Subsidiaries MidConn Bank under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoMidConn Bank Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 in Schedule 3.16(a) of the ACE*COMM Northern Disclosure ScheduleSchedules, neither ACE*COMM Northern nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Place, i3Northern, the Surviving Corporation Bank or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Northern Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by Northern, (vi) with or to a labor union or guild (including any collective bargaining agreement), (ivvii) which would restrict, limit or prevent the legal and valid transfer of Northern’s 49% ownership of Northern Title, or (viii) any of the employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.16(a) hereof, whether or not set forth in Schedule 3.16(a) of the Northern Disclosure Schedules, is referred to herein as an a “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Northern Contract. ” Northern has previously delivered to First Place true and correct copies of each Northern Contract. Except as set forth in Schedule 3.16(b) of the Northern Disclosure Schedules, (i) Each ACE*COMM each Northern Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Northern and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Northern Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Northern, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Northern or any of its Subsidiaries under any such ACE*COMM Northern Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Northern and (iv) no other party to such Northern Contract oris, to Northern’s knowledge, in default in any material respect thereunder. Schedule 3.16(c) sets forth all agreements of Northern providing for the knowledge lease of ACE*COMMreal property, including term of the lease, any third party theretooption to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated hereby.

Certain Contracts. (a) 1. Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedulein Schedule 3.14 hereto, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants (other with respect to the employment of any consultant which cannot be terminated with a payment of Exhibit 39 20 less than standard offer letters which provide for no more than at-will employment)$25,000, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Company or any of their respective its Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice and involves the payment of more than $25,000 per annum, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM The Company has previously made available delivered to i3 true, correct Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries the Company is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) section is referred to herein as an “ACE*COMM a "Company Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM Contract". 2. Except as set forth in Schedule 3.14(b) hereto, (i) Each ACE*COMM each Company Contract is legal, valid and binding upon the Company or a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM and each of its Subsidiaries hasthe Company or Subsidiary, and to as the knowledge of ACE*COMMcase may be, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries Subsidiary, as the case may be, under any such ACE*COMM Contract orCompany Contract. 3. Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the knowledge warranties and/or agreement(s) to indemnify or replace product of ACE*COMMwhich true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any third party theretoother warranties under other state or federal laws.

Certain Contracts. (a) Except as set forth at Section 4.11 3.13(a) of the ACE*COMM Company Disclosure ScheduleSchedules, neither ACE*COMM Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMParent, i3Company, the Surviving Corporation or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Company or any of the Company Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement), or (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase planv) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.13(a) relating to of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueCompany Disclosure Schedules, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM Company or any of its Subsidiaries is a party. Section 3.13(a) of the Company Disclosure Schedules sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Company or any of the Company Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.13(a), whether or not set forth in Section 3.13(a) of the Company Disclosure Schedules, is referred to herein as an a “ACE*COMM Company Contract,” and neither ACE*COMM Company nor any of its the Company Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM Company Contract. (b) (i) Each ACE*COMM Company Contract is a valid and binding obligation of Company or the Company Subsidiary party thereto and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Company and each of its the Company Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, have in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Company or any of its the Company Subsidiaries under any such ACE*COMM Contract orCompany Contract, and (iv) except as set forth in Section 3.13(b) of the Company Disclosure Schedules, none of the Company Contracts require the consent or approval of any other party thereto in connection with the consummation of the transactions contemplated by this Agreement and in order to provide Parent (or Acquisition Subsidiary) with the knowledge full benefit of ACE*COMM, any third the rights of Company or the Company Subsidiary that is a party theretothereto from and after the Merger.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither Fleet nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFleet, i3BankBoston, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Fleet Reports, (iv) which materially restricts the conduct of any line of business by Fleet or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM Fleet has previously made available to i3 true, BankBoston true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM Fleet or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the Fleet Disclosure Schedule, is referred to herein as an “ACE*COMM a "Fleet Contract,” " and neither ACE*COMM Fleet nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contractof the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Fleet. (i) Each ACE*COMM Fleet Contract is valid and binding on Fleet and/or one of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Fleet and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Fleet Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Fleet, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM Fleet or any of its Subsidiaries under any such ACE*COMM Contract orFleet Contract, to except where such default, either individually or in the knowledge of ACE*COMMaggregate, any third party theretowill not have a Material Adverse Effect on Fleet.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedule, neither ACE*COMM Neither First Chicago nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Chicago, i3NBD, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the First Chicago Reports, (iv) which materially restricts the conduct of any line of business by First Chicago, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM First Chicago has previously made available to i3 true, NBD true and correct and complete copies of all employment, consulting employment and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries First Chicago is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 4.14(a), whether or not set forth in the First Chicago Disclosure Schedule, is referred to herein as an “ACE*COMM a "First Chicago Contract,” ", and neither ACE*COMM First Chicago nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contract.of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on First Chicago. (b) (i) Each ACE*COMM First Chicago Contract is valid and binding on First Chicago or any of its Subsidiaries, as applicable, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM First Chicago and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM First Chicago Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on First Chicago, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM First Chicago or any of its Subsidiaries under any such ACE*COMM Contract orFirst Chicago Contract, to except where such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on First Chicago.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.15(a) of the ACE*COMM Ravenna Disclosure Schedule, neither ACE*COMM Ravenna nor any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMBuyer, i3Ravenna, the Surviving Corporation Entity or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by Ravenna or its Subsidiary, (vi) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a3.15(a), whether or not set forth in Section 3.15(a) of Ravenna Disclosure Schedule, is referred to herein as an “ACE*COMM a "Ravenna Contract,” ". Ravenna has previously delivered to Buyer true and neither ACE*COMM nor any correct copies of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM each Ravenna Contract. (b) Except as set forth in Section 3.15(b) of the Ravenna Disclosure Schedule, (i) Each ACE*COMM each Ravenna Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM Ravenna and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, Subsidiary have in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Ravenna Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Ravenna, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM Ravenna or any of its Subsidiaries Subsidiary under any such ACE*COMM Ravenna Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Ravenna and (iv) no other party to such Ravenna Contract oris, to the best knowledge of ACE*COMMRavenna, in default in any third party theretorespect thereunder.

Certain Contracts. (a) Except as set forth at disclosed on Section 4.11 3.13(a) of the ACE*COMM Company Disclosure Schedule, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any written contract, arrangement arrangement, commitment or commitment understanding (i) with respect to the employment of any directors, officers, employees or consultants (consultants, other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ACE*COMMBuyer, i3Parent, the Company, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or, to the knowledge of the Company, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (ivvi) (including any that is a stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or stock purchase plan) benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as an a “ACE*COMM Company Contract,” and neither ACE*COMM nor any of its Subsidiaries the Company does not know of, and has not received written notice of, nor do any executive officers of such entities have any knowledge of, any material violation of any ACE*COMM ContractCompany Contract by any of the other parties thereto. (b) (i) Each ACE*COMM Company Contract is valid and binding on the Company or, to the Company’s knowledge, its applicable Subsidiary, and is in full force and effect as to effect, (ii) the obligations of ACE*COMM thereunder, Company and, to the knowledge of ACE*COMMCompany’s knowledge, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries hasSubsidiaries, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, Company Contract and (iii) except as set forth on Section 3.13(b) of the Company Disclosure Schedule, no event or condition exists which that constitutes or, after notice or lapse of time or both, would will constitute, a material default on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract the Company or, to the knowledge of ACE*COMMCompany’s knowledge, any third party theretoof its Subsidiaries, under any such Company Contract.

Certain Contracts. (a) Except as contemplated hereby or as set forth at Section 4.11 of the ACE*COMM Disclosure Schedulein Schedule 3.11(a)(i) hereto, neither ACE*COMM the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants (other than standard offer letters with respect to the employment of any consultant which provide for no more than at-will employment)cannot be terminated without payment, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Company or any of their respective its Subsidiaries to any director, officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission) (“SEC”) to be performed after the date of this Agreement, (iv) which is a material consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, (other than commercially reasonable nonsolicitation provisions in customer contracts), (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including with respect to any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) plan any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Other than as set forth in the Company Disclosure Schedule or in this Agreement, no benefits under any of such plans will be increased, or (v) relating to the disposition or acquisition vesting of the benefits of which, will be accelerated by ACE*COMM or the occurrence of any of its Subsidiaries after the date of transactions contemplated by this Agreement of a material amount of assetsAgreement. ACE*COMM The Company has previously made available delivered to i3 true, correct Parent true and complete copies of all such employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM the Company or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) is referred to herein as an a “ACE*COMM Company Contract,” ”. (b) Except as set forth in Schedule 3.11(b) hereto, (i) each Company Contract is legal, valid and neither ACE*COMM nor binding upon the Company or any of its Subsidiaries has received written notice ofSubsidiaries, nor do any executive officers of such entities have any knowledge ofas the case may be, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to the obligations of ACE*COMM thereunder, andenforceability, to the knowledge effect of ACE*COMM, general principles of equity (regardless of whether such enforceability is valid and binding and considered in full force and effect as to the obligations by the third parties theretoa proceeding in equity or at law), (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in Company has performed all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Company Contract, (iii) to the knowledge of the Company, no party is in breach or default and (iiiiv) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries Subsidiaries, as the case may be, under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoCompany Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 of Neither the ACE*COMM Disclosure Schedule, neither ACE*COMM Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment under standing (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)is an Employment Agreement, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from ACE*COMMBuyer, i3the Company, the Surviving Corporation Corporation, the Surviving Bank or any of their respective Subsidiaries to any officer, director, officer consultant or employee thereof, (iii) with which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or to a labor union or guild (including any collective bargaining agreement)incorporated by reference in the Company Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increasedin creased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as an “ACE*COMM a "Company Contract,” ". The Company has previously made available to Buyer true, complete and neither ACE*COMM nor any correct copies of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM each Company Contract. (i) Each ACE*COMM Company Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM the Company and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects has performed all obligations required to be performed by it to date under each ACE*COMM Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries under any such ACE*COMM Company Contract orand (iv) no other party to such Company Contract is, to the knowledge of ACE*COMMthe Company, in default in any third party theretorespect thereunder.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.14(a) of the ACE*COMM MainSource Disclosure Schedule, as of the date hereof, neither ACE*COMM MainSource nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral) (i) with respect to the employment of any directors, officersofficers or employees, employees or consultants (other than standard offer letters which provide for no more than at-will employment)in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFirst Financial, i3MainSource, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts MainSource’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by MainSource or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement), (ivvi) any of the benefits of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan or plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) any of the benefits of which MainSource Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation TABLE OF CONTENTS of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vvii) relating that relates to the disposition or acquisition incurrence of indebtedness by ACE*COMM MainSource or any of its Subsidiaries after (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the date Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of this Agreement of a material business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets. ACE*COMM has previously made available to i3 true, correct and complete copies rights or properties of all employmentMainSource or its Subsidiaries or (ix) that is a consulting agreement or data processing, consulting and deferred compensation agreements to software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which ACE*COMM are terminable by MainSource or any of its Subsidiaries is a partyon sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), whether or not set forth in the MainSource Disclosure Schedule, is referred to herein as an a “ACE*COMM MainSource Contract,” and neither ACE*COMM MainSource nor any of its Subsidiaries knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of the above by any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and of the other parties thereto which would reasonably be expected to have, either individually or in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in all material respects performed all obligations required to be performed by it to date under each ACE*COMM Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constituteaggregate, a material default Material Adverse Effect on the part of ACE*COMM or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoMainSource.

Certain Contracts. (a) Except as set forth at Section 4.11 3.11(a) of the ACE*COMM S1 Disclosure Schedule, neither ACE*COMM S1 nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the employment of any directors, officers, employees or consultants (other than standard offer letters which provide for no more than at-will employment)consultants, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) ), becoming due from ACE*COMM, i3, the Surviving Corporation S1 or any of their its respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by S1 or any of its Subsidiaries, (iv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) except as set forth on Section 3.11(a) of the S1 Disclosure Schedule, (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.11(a) relating to of the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 trueS1 Disclosure Schedule, correct and complete copies of all there are no employment, consulting and deferred compensation agreements to which ACE*COMM S1 or any of its Subsidiaries is a party. Section 3.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of S1 and its Subsidiaries. Each contract, arrangement or commitment of the type described in this Section 4.11(a3.11(a), whether or not set forth in Section 3.11(a) of the S1 Disclosure Schedule, is referred to herein as an “ACE*COMM a "S1 Contract,” " and neither ACE*COMM S1 nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge know of, any violation of any ACE*COMM S1 Contract. (i) Each ACE*COMM S1 Contract is valid and binding and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM S1 and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM S1 Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM S1 or any of its Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoS1 Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 in Schedule 3.14(a) of the ACE*COMM HBE Disclosure ScheduleSchedules, neither ACE*COMM HBE nor any of its Subsidiaries the HBE Bank is a party to or bound by by: (i) any contract, arrangement arrangement, commitment or commitment understanding (iwhether written or oral) with respect to the employment or compensation of any directors, officers, employees officers or consultants (other than standard offer letters which provide for no more than at-will employment), employees; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Plan of Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from ACE*COMMHBE, i3SFS, the Surviving Corporation Corporation, or any of their respective Subsidiaries to any directorofficer, officer director or employee thereof, thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) with any contract, arrangement, commitment or to a labor union understanding (whether written or guild (including oral) which materially restricts the conduct of any collective bargaining agreement), line of business by HBE; or (iv) any contract, arrangement, commitment or understanding (whether written or oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) , any of the benefits of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this AgreementAgreement or the Plan of Merger, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, Agreement or (v) relating to the disposition or acquisition by ACE*COMM or any Plan of its Subsidiaries after the date of this Agreement of a material amount of assetsMerger. ACE*COMM HBE has previously made available to i3 true, SFS true and correct and complete copies of all employment, consulting employment and deferred compensation agreements arrangements which are in writing and to which ACE*COMM HBE or any of its Subsidiaries the HBE Bank is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) 3.14(a), is referred to herein as an “ACE*COMM "HBE Contract,” " and neither ACE*COMM HBE nor any of its Subsidiaries the HBE Bank knows of, or has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM ContractHBE Contract by any of the other parties thereto, which, individually or in the aggregate, would have a Material Adverse Effect on HBE. (i) Each ACE*COMM HBE Contract is valid and binding on HBE or the HBE Bank, as the case may be, and is in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM and each of its Subsidiaries has, HBE and to the knowledge of ACE*COMM, each third party has, in all material respects HBE Bank has performed all obligations required to be performed by it to date under each ACE*COMM ContractHBE Contract to which it is a party, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on HBE, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM HBE or any of its Subsidiaries the HBE Bank under any such ACE*COMM Contract orHBE Contract, to except where any such default, individually or in the knowledge of ACE*COMMaggregate, any third party theretowould not have a Material Adverse Effect on HBE.

Certain Contracts. (a) Except as set forth at in Section 4.11 3.16(a) of the ACE*COMM FSB Disclosure Schedule, neither ACE*COMM nor none of FSB, FSB's Bank or any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officers, employees officer or consultants (other than standard offer letters which provide for no more than at-will employment), consultant; (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMMFSB, i3FSB's Bank, the Surviving Corporation or any of their respective its Subsidiaries to any director, officer or employee thereof, ; (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement; (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice involving the payment of more than $25,000 per annum; (v) which materially restricts the conduct of any line of business by FSB, FSB's Bank, or any of the Subsidiaries; (vi) with or to a labor union or guild (including any collective bargaining agreement), ; or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM FSB has previously delivered or made available to i3 true, correct BPFH true and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM FSB, FSB's Bank or any of its the Subsidiaries is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section, whether or not set forth in Section 4.11(a3.16(a) of the FSB Disclosure Schedule, is referred to herein as an “ACE*COMM Contract,” and neither ACE*COMM nor any of its Subsidiaries has received written notice of, nor do any executive officers of such entities have any knowledge of, any violation of any ACE*COMM "FSB Contract." (b) (i) Each ACE*COMM each FSB Contract is legal, valid and binding upon FSB, FSB's Bank or such Subsidiary, as the case may be, and in full force and effect as to the obligations of ACE*COMM thereunder, and, to the knowledge of ACE*COMM, is valid and binding and in full force and effect as to the obligations by the third parties theretoeffect, (ii) ACE*COMM FSB, FSB's Bank and each of its the Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, has in all material respects performed all obligations required to be performed by it to date under each ACE*COMM such FSB Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM FSB, FSB's Bank or any of its the Subsidiaries under any such ACE*COMM Contract or, to the knowledge of ACE*COMM, any third party theretoFSB Contract.

Certain Contracts. (a) Except as set forth at Section 4.11 of the ACE*COMM Disclosure Schedulein Schedule 3.11(a) hereto, neither ACE*COMM the ---------------- Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement arrangement, commitment or commitment understanding (whether written or oral): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants (other than standard offer letters with respect to the employment of any consultant which provide for no more than at-will employment)cannot be terminated without payment, (ii) which, upon execution of this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from ACE*COMM, i3, the Surviving Corporation Company or any of their respective its Subsidiaries to any director, officer or employee thereofthereof which amounts are specifically quantified in Schedule 3.11(a), (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission) ("SEC") to be performed after the date of this Agreement that has not otherwise been disclosed in writing to Parent, (iv) which is a consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or less notice, (v) which restricts the conduct of any line of business by the Company or any of its Subsidiaries, which restriction is specifically referred to in such Schedule 3.11(a), (vi) with or to a labor union or guild (including any collective bargaining agreement), or (ivvii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) plan any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated accelerated, by the occurrence of any of the transactions contemplated by this Agreement, Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (v) relating to the disposition or acquisition by ACE*COMM or any of its Subsidiaries after which are specifically quantified on Schedule 3.11(a)(vii). Other than as specifically set forth herein, no benefits under any of such plans will be increased, or the date vesting of the benefits of which, will be accelerated by the occurrence of any of the transactions contemplated by this Agreement of a material amount of assetsAgreement. ACE*COMM The Company has previously made available delivered to i3 true, correct Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which ACE*COMM or any of its Subsidiaries the Company is a party. Each contract, arrangement arrangement, commitment or commitment understanding of the type described in this Section 4.11(a) section is referred to herein as an “ACE*COMM a "Company Contract,” ". (b) Except as set forth in Schedule 3.11(b) hereto, (i) each Company ---------------- Contract is legal, valid and neither ACE*COMM nor binding upon the Company or any of its Subsidiaries has received written notice ofSubsidiaries, nor do any executive officers as the case may be, assuming due authorization of such entities have any knowledge ofthe other party or parties thereto, any violation of any ACE*COMM Contract. (i) Each ACE*COMM Contract is valid and binding and in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to the obligations of ACE*COMM thereunder, andenforceability, to the knowledge effect of ACE*COMM, general principles of equity (regardless of whether such enforceability is valid and binding and considered in full force and effect as to the obligations by the third parties theretoa proceeding in equity or at law), (ii) ACE*COMM and each of its Subsidiaries has, and to the knowledge of ACE*COMM, each third party has, in Company has performed all material respects performed all obligations required to be performed by it to date under each ACE*COMM such Company Contract, and (iii) to the Shareholders' and the Company's knowledge, no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of ACE*COMM the Company or any of its Subsidiaries Subsidiary, as the case may be, under any such ACE*COMM Contract orCompany Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any services or products it provides or delivers or has made or agreed to make any indemnification payment with respect to any warranty claim, except for (i) the warranties and/or agreement(s) to the knowledge indemnify of ACE*COMMwhich true and correct copies have been delivered to Parent, and (ii) any third party theretowarranties under other state or federal laws generally.