Parent Stockholder Approval.For purposes of this Agreement, “Shares” shall mean, for eachShareholder, all shares of capital stock of CSI that such Shareholder beneficially owns at thedate of this Agreement, together with the shares of capital stock of which the Shareholder becomesthe beneficial owner following the date of this Agreement, less any shares of capital stock of CSIsubsequently disposed of after the date of this Agreement.     2. Termination. This Agreement shall terminate and be of no further force or effectupon the earlier to occur of (a) the date that the Parent Stockholder Approval is validly obtained,(b) with respect to a particular Shareholder, the date on which such Shareholder no longer ownsShares, (c) June 30, 2010, and (d) such other date as agreed in writing between the Shareholdersand the Shareholder Representative.     3. Assignment. This Agreement and the rights hereunder are not assignable ortransferable by any party without the prior written consent of the other parties; provided,however, that no such assignment shall relieve the assigning party of its obligationshereunder if such assignee does not perform such obligations.     4. Consummation of the Parent Stockholder Approval. Each Shareholder, solely in his,her or its capacity as a shareholder of CSI, shall use such Shareholder’s reasonable efforts totake, or cause to be taken, all actions, and to do, or cause to be done, and to assist andcooperate with the other parties in doing, all things reasonably necessary, proper or advisable toconsummate and make effective, in the most expeditious manner practicable, the Parent StockholderApproval and the other transactions contemplated by the Contribution Agreements.     5. Shareholders’ Representations. Each Shareholder hereby severally and not jointlyrepresents and warrants to the Holding Company and its shareholders in respect of such Shareholderas follows:          (a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trustthat is the record holder of, and whose beneficiaries are the beneficial owners of, and has goodand marketable title to, the number of shares of capital stock set forth opposite suchShareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge,charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares(“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI otherthan the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to thisAgreement, (iii) has sole voting power and sole power to issue instructions with respect to thematters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all ofthe matters set forth in this Agreement, in each case with respect to all of the Shareholder’sShares held by such Shareholder with no limitations, qualifications or restrictions on such rights,subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legalpower, authority and right to enter into, execute and deliver this Agreement, and to consummate thetransactions contemplated hereby, without the consent or approval of any other person, and (v) hasnot entered into any voting agreement or other similar agreement with or granted any person anyproxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than thisAgreement).Signature Page to CS Voting Agreement
 

 
          (b) Such Shareholder has duly executed and delivered this Agreement, and this Agreement is thelegal, valid and binding obligation of such Shareholder, enforceable against such Shareholder inaccordance with its terms subject to bankruptcy, reorganization, insolvency and other similar lawsaffecting the enforcement of creditors’ rights in general and to general principles of equity(regardless of whether considered in a proceeding in equity or in an action at law). The executionand delivery by such Shareholder of this Agreement does not, and the consummation of thetransactions contemplated hereby and compliance with the terms hereof will not, conflict with, orresult in any violation of, or default (with or without notice or lapse of time, or both) under, orgive rise to a right of termination, cancellation or acceleration of any obligation or to loss of amaterial benefit under, or to increased, additional, accelerated or guaranteed rights orentitlements of any person under, or result in the creation of any Lien upon any of the propertiesor assets of such Shareholder under, any provision of any contract to which such Shareholder is aparty or by which any properties or assets of such Shareholder are bound.     6. Equitable Relief. The Shareholders agree that Holding Company and the HoldingCompany Shareholders would be irreparably harmed by any breach of this Agreement on the part of anyShareholder and that Holding Company and the Holding Company Shareholders shall be entitled tospecific performance and injunctive and other equitable relief in respect of any breach (includingany threatened or anticipated breach) of this Agreement and to enforce the provisions hereof, andthe Shareholders further agree to waive any requirement for the securing or posting of any bond inconnection with the obtaining of any such injunctive or other equitable relief. This provision iswithout prejudice to any other rights or remedies, whether at law or in equity, that any partyhereto may have against any other party hereto for any failure to perform its obligations underthis Agreement.     7. Further Assurances. Each Shareholder shall, from time to time, execute anddeliver, or cause to be executed and delivered, such additional or further consents, documents andother instruments as the Holding Company or Holding Company Shareholders may reasonably request forthe purpose of effectively carrying out the transactions contemplated by this Agreement.     8. Capacity; No Effect. Each Shareholder is entering into this Agreement solely inhis or her capacity as a shareholder of CSI, and no covenant contained herein shall apply to anyShareholder in his or her capacity as a director, officer or employee of CSI or in any othercapacity. Nothing contained in this Agreement shall be deemed to apply to, or limit in any manner,any Shareholder from fulfilling his or her obligations under applicable law, including withoutlimitation his or her fiduciary duties, in his or her capacity as a director, officer or employeewith respect to CSI and nothing herein will limit or affect, or give rise to any liability to aShareholder by virtue of any actions taken by such Shareholder in his or her capacity as adirector, officer or employee of CSI. Nothing contained in this Agreement shall affect the termsand conditions of the Contribution Agreements.     9. No Additional Rights Granted. Nothing contained in this Agreement shall be deemedto vest in the Holding Company or the Holding Company Shareholders any direct or indirect ownershipor incidence of ownership of or with respect to any of the capital stock of CSI. All rights,ownership and economic benefits of and relating to the capital stock of CSI shall remain and belongto the applicable Shareholder, and the Holding Company and the HoldingSignature Page to CS Voting Agreement
 

 
Company Shareholders shall have no power or authority to direct any Shareholder in the votingof any of the capital stock of CSI or the performance by any Shareholder of its duties orresponsibilities as a shareholder of CSI, except as otherwise provided herein. The Holding CompanyShareholders are intended to be third party beneficiaries with respect to the Shareholder’sperformance of their duties under this Agreement and the undertakings and covenants contained inthis Agreement, and the Holding Company Shareholders, enjoying the benefits thereof, may enforcethis Agreement directly against the Shareholders.     10. Binding Effect. This Agreement is binding upon the parties hereto and theirrespective heirs, successors, legal representatives and permitted assigns.     11. Severability. The parties agree that if any provision of this Agreement under anycircumstances is deemed invalid or inoperative, then this Agreement is construed with the invalidor inoperative provision deleted, and the rights and obligations of the parties are construed andenforced accordingly.     12. Governing Law. This Agreement is governed by and construed and enforced inaccordance with the laws of the State of Wisconsin without regard to principles of conflicts oflaw.     13. Counterparts. This Agreement may be executed in one or more counterparts, all ofwhich are considered but one and the same agreement, and become effective when one or more suchcounterparts have been signed by each of the parties and delivered to the other party. A facsimilesignature of this Agreement is effective as an original.*(Signatures appear on the following page.)*Signature Page to CS Voting Agreement
 

 
     IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first setforth above.**SHAREHOLDERS:**                      **BAIRD CAPITAL PARTNERS III LIMITED PARTNERSHIP**    By: Baird Capital Partners Management Company      III, L.L.C., its General Partner           By:         David P. Pelisek, Director           **BCP III AFFILIATES FUND LIMITED PARTNERSHIP**           By: Baird Capital Partners Management Company      III, L.L.C., its General Partner           By:         David P. Pelisek, Director           **BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP**           By: Baird Capital Partners Management Company      III, L.L.C., its General Partner           By:         David P. Pelisek, Director           **LUBAR CAPITAL, LLC**           By: Lubar Capital Management, LLC, its Manager           By: Lubar & Co., Incorporated, its Manager           By:         David J. Lubar, President  Signature Page to CS Voting Agreement
 

 
       **JAMES W. COGDELL**                   **FRANK C. SPENCER**            Signature Page to CS Voting Agreement
 

 
**Schedule 1****Shareholders; Shares****James Cogdell — 2,246,501****1****Frank Spencer — 388,834****2** 1 As of the date of this Agreement per filings with theSecurities and Exchange Commission. 2 As of the date of this Agreement per filings with theSecurities and Exchange Commission.