(b) with respect to a particular CSI Shareholder, the date on which such CSI Shareholder nolonger owns Shares, (c) June 30, 2010, and (d) such other date as agreed in writing between the CSIShareholders and the Seller 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 CSI Shareholder, solely inhis capacity as a shareholder of CSI, shall use such CSI Shareholder’s reasonable efforts to take,or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate withthe other parties in doing, all things reasonably necessary, proper or advisable to consummate andmake effective, in the most expeditious manner practicable, the Parent Stockholder Approval and theother transactions contemplated by the Contribution Agreements.     5. Shareholders’ Representations. Each CSI Shareholder hereby severally and notjointly represents and warrants to the Rollover Shareholders in respect of such CSI Shareholder asfollows:          (a) Such CSI Shareholder (i) is the record and beneficial owner of, or is the trustee of atrust that is the record holder of, and whose beneficiaries are the beneficial owners of, and hasgood and marketable title to, the number of shares of capital stock set forth opposite such CSIShareholder’s name on Schedule 2 to this Agreement free and clear of any mortgage, lien,pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect ofsuch Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock ofCSI other than the CSI Shareholder’s Shares set forth opposite such CSI Shareholder’s name onSchedule 2 to this Agreement, (iii) has sole voting power and sole power to issueinstructions with respect to the matters set forth in Section 1 hereof, sole power of dispositionand sole power to agree to all of the matters set forth in this Agreement, in each case withrespect to all of the CSI Shareholder’s Shares held by such CSI Shareholder with no limitations,qualifications or restrictions on such rights, subject to applicable securities laws and the termsof this Agreement, (iv) has all requisite legal power, authority and right to enter into, executeand deliver this Agreement, and to consummate the transactions contemplated hereby, without theconsent or approval of any other person, and (v) has not entered into any voting agreement or othersimilar agreement with or granted any person any proxy (revocable or irrevocable) in respect of theCSI Shareholder’s Shares (other than this Agreement and the Voting Agreement, dated as of January23, 2008 by and among the CSI Shareholders, Baird Capital Partners III Limited Partnership, BCP IIIAffiliates Fund Limited Partnership, BCP III Special Affiliates Limited Partnership and LubarCapital, LLC).          (b) Such CSI Shareholder has duly executed and delivered this Agreement, and this Agreement isthe legal, valid and binding obligation of such CSI Shareholder, enforceable against such CSIShareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency andother similar laws affecting the enforcement of creditors’ rights in general and to generalprinciples of equity (regardless of whether considered in a proceeding in
 

 
equity or in an action at law). The execution and delivery by such CSI Shareholder of thisAgreement does not, and the consummation of the transactions contemplated hereby and compliancewith the terms hereof will not, conflict with, or result in any violation of, or default (with orwithout notice or lapse of time, or both) under, or give rise to a right of termination,cancellation or acceleration of any obligation or to loss of a material benefit under, or toincreased, additional, accelerated or guaranteed rights or entitlements of any person under, orresult in the creation of any Lien upon any of the properties or assets of such CSI Shareholderunder, any provision of any contract to which such CSI Shareholder is a party or by which anyproperties or assets of such CSI Shareholder are bound.     6. Equitable Relief. The CSI Shareholders agree that the Rollover Shareholders wouldbe irreparably harmed by any breach of this Agreement on the part of any CSI Shareholder and thatthe Rollover Shareholders shall be entitled to specific performance and injunctive and otherequitable relief in respect of any breach (including any threatened or anticipated breach) of thisAgreement and to enforce the provisions hereof, and the CSI Shareholders further agree to waive anyrequirement for the securing or posting of any bond in connection with the obtaining of any suchinjunctive or other equitable relief. This provision is without prejudice to any other rights orremedies, whether at law or in equity, that any party hereto may have against any other partyhereto for any failure to perform its obligations under this Agreement.     7. Further Assurances. Each CSI 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 Seller Representative, on behalf of the Rollover Shareholders, mayreasonably request for the purpose of effectively carrying out the transactions contemplated bythis Agreement.     8. Capacity; No Effect. Each CSI Shareholder is entering into this Agreement solelyin his capacity as a shareholder of CSI, and no covenant contained herein shall apply to any CSIShareholder in his capacity as a director, officer or employee of CSI or in any other capacity.Nothing contained in this Agreement shall be deemed to apply to, or limit in any manner, any CSIShareholder from fulfilling his obligations under applicable law, including without limitation hisfiduciary duties, in his capacity as a director, officer or employee with respect to CSI andnothing herein will limit or affect, or give rise to any liability to a CSI Shareholder by virtueof any actions taken by such CSI Shareholder in his capacity as a director, officer or employee ofCSI. Nothing contained in this Agreement shall affect the terms and conditions of the ContributionAgreements.     9. No Additional Rights Granted. Nothing contained in this Agreement shall be deemedto vest in the Rollover Shareholders any direct or indirect ownership or incidence of ownership ofor with respect to any of the capital stock of CSI. All rights, ownership and economic benefits ofand relating to the capital stock of CSI shall remain and belong to the applicable CSI Shareholder,and the Rollover Shareholders shall have no power or authority to direct any CSI Shareholder in thevoting of any of the capital stock of CSI or the performance by any CSI Shareholder of his dutiesor responsibilities as a shareholder of CSI, except as otherwise provided herein.
 

 
     10. Enforcement by Rollover Shareholders. The Rollover Shareholders are intended tobe third party beneficiaries with respect to the CSI Shareholders’ performance of their dutiesunder this Agreement and the undertakings and covenants contained in this Agreement, and theRollover Shareholders, enjoying the benefits thereof, may enforce this Agreement directly againstthe CSI Shareholders.     11. Binding Effect. This Agreement is binding upon the parties hereto and theirrespective heirs, successors, legal representatives and permitted assigns.     12. 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.     13. 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.     14. 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.)*
 

 
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forthabove.       **CSI SHAREHOLDERS:**          James W. Cogdell          Frank C. Spencer  Acknowledged and agreed to as of the ___day of                     , 2008 on behalf ofthe Rollover Shareholders by the undersignedin their collective capacity as the SellerRepresentative under the Merger Agreement:          David Pelisek          David Lubar          Scott Ransom    
 

 
**Schedule 1****Rollover Shareholders**David R. Anderson