Common use of Covenants of Shareholder Clause in Contracts

Covenants of Shareholder. (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(a), (b) and (c) hereof. Such transferee shall, for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholder.

Covenants of Shareholder. 1.1 The Shareholder hereby agrees that it shall: (a) Shareholder hereby covenants vote (or cause to be voted) all of the Subject Shares at any meeting of the holders of Company Common Shares, and agrees:in any action by written consent of the holders of Company Common Shares (unless, and only then to the extent, prohibited by Law): (i) To cooperate with Vision 21 in its compliance with all federal favour of the approval, consent, ratification and state securities lawsadoption of the Proposed Transaction (and any actions required in furtherance thereof, including including, without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters limitation, the issuance of Company Common Shares pursuant to this the Proposed Transaction) and all other resolutions to be put to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement;; and (ii) To pay his pro rata portion against any proposed action by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (calculated on A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the basis Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and soldProposed Transaction, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counselincluding, without limitation, any Company Acquisition Proposal; and (iiib) To no later than five (5) Business Days prior to the entry cut-off date for the deposit of stop transfer instructions with the Company's transfer agent against the transfer votes by proxy or voting instruction form in respect of any shares meeting of Shareholder's Vision 21 common stock except the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in compliance with respect of all the restrictions Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as set forth in applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Section 3Agreement has been terminated pursuant to Article 3 of this Agreement. (b) 1.2 The Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder hereby agrees that it shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold except in accordance with the plan or plans terms of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period this Agreement, as negotiated contemplated by the Company following the effective date of such registration statement without Arrangement Agreement or with the prior written consent of Vision 21. In each of Liberty and the event that Shareholder is Company: (a) option, sell, assign, dispose of, pledge, encumber, grant a corporationsecurity interest in or otherwise convey any Subject Shares or any right or interest therein, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock agree to do any of the individuals and/or trusts described in Sections 7(a), foregoing; (b) and exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction; (c) hereof. Such transferee shalldo indirectly, for purposes including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section 1.2; or (d) take any action to encourage or assist any other Person to do any of the transfer restrictions contained prohibited acts referred to in the foregoing provisions of this Section 1.2. 1.3 The Shareholder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.4 The Shareholder shall at all times cause any wholly-owned Subsidiaries through which it beneficially owns or exercises control or direction over, directly or indirectly, Subject Shares to act in accordance with the terms of this Agreement, be deemed to have held such transferred shares for the same period as Shareholderextent applicable thereto.

Covenants of Shareholder. (a) Shareholder hereby covenants agrees to cause the Covered Shares to be present at the Piedmont Meeting and agrees: (i) To cooperate with Vision 21 at such meeting shall vote, or cause to be voted, the Covered Shares in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis favor of the ratio of Merger Agreement and the aggregate offering price attributable transactions contemplated thereby, until this Agreement terminates as provided in Section 2(c), unless United is in material default with respect to a material covenant, representation, warranty or agreement made by it in the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3Merger Agreement. (b) Shareholder shall be considered an "affiliate" agrees that until the earlier of Vision 21 for purposes (i) termination of Rule 144 under this Agreement as provided in Section 2(c) or (ii) receipt of the Securities ActRequisite Piedmont Vote, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, that Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In United, directly or indirectly tender or permit the event that Shareholder is tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a corporation, professional corporation security interest in or professional limited liability company, Shareholder may after receiving the written approval otherwise dispose of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to or encumber any of the individuals and/or trusts described Covered Shares, any options or warrants to acquire Piedmont Common Stock issued and outstanding, or any restricted stock units issued and outstanding pursuant to the Piedmont Stock Plan; provided that this restriction shall not apply to shares (i) surrendered to Piedmont in Sections 7(a)connection with the vesting, settlement or exercise of equity awards to satisfy any withholding for the payment of taxes incurred in connection therewith or the exercise price thereon, (bii) that are hypothecated or as to which a security interest already has been granted as of the date hereof, (iii) that are transferred pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (iv) that are transferred in connection with estate and tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to each transferee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement and such transferee providing written notice to United of such transfer, and (v) that are transferred as United may otherwise permit in its sole discretion. Notwithstanding the foregoing, in the case of any transfer by operation of law subsequent to the date hereof, this Agreement shall be binding upon and inure to the transferee. (c) hereof. Such transferee shall, for purposes This Agreement shall terminate upon the earlier to occur of (i) the termination of the transfer restrictions contained in this AgreementMerger Agreement by either Piedmont or United, be deemed to or (ii) the Effective Date of the Merger. Upon such termination, no party shall have held such transferred shares for the same period as Shareholderany further obligations or liabilities hereunder.

Covenants of Shareholder. (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(a), (b) and (cExhibit 12.1(k) hereof. Such transferee shall, for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholder.- Page 4 133

Covenants of Shareholder. (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(a), (b) and (c) Exhibit 14.1(o) - Page 4 135 hereof. Such transferee shall, for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholder.

Covenants of Shareholder. From the date hereof until this Agreement is terminated in accordance with its terms, the Shareholder hereby agrees that, except for all such actions which are otherwise permitted hereunder, it shall: (a) Shareholder hereby covenants and agreesat the CE Franklin Shareholders’ Meeting (as such term is defined in the Arrangement Agreement), vote (or cause to be voted) either in person or by proxy all voting rights attached to the Subject Shares entitled to be voted at the Meeting: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing favour of the Arrangement Resolution (as such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this term is defined in the Arrangement Agreement); (ii) To pay his pro rata portion (calculated on in favour of any action required to complete the basis Arrangement or required in furtherance of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counselactions contemplated thereby; and (iii) To against any proposed action by CE Franklin or any other party the entry result of stop transfer instructions which would be reasonably expected to impede, interfere with or delay the Company's transfer agent against completion of the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3.Arrangement; (b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offerexercise any securityholder rights or remedies available to the Shareholder, whether arising under statute, at common law or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset or challenge the Arrangement; (c) not, directly or indirectly, take any action of any kind which would reasonably be expected to reduce the likelihood of, or interfere with, the completion of the Arrangement, including, without limitation, not, directly or indirectly, supporting or voting in favour of any Acquisition Proposal (as defined in the Arrangement Agreement) or tendering any of the Subject Shares under any Acquisition Proposal; (d) not, directly or indirectly, exercise any dissent or appraisal rights or any similar rights available to the Shareholder in respect of the Arrangement; and (e) other than (i) in connection with the performance of its obligations hereunder, or (ii) Transfers to a company under common control with the Shareholder (in which event the transferee shall agree to be bound by the terms hereof), not sell, offer to sellassign, contract to sellexchange, transfer, convey, encumber, hypothecate, pledge, grant any a security interest in, option to purchase or otherwise convey or dispose of (including by gift) (collectively, “Transfer”) any shares Subject Shares or enter into any agreement, contract, commitment, option or other arrangement with respect to the Transfer of Vision 21 common stock (any of its Subject Shares to any person, or enter into any voting arrangement, whether by granting any proxy or other than right to vote its Subject Shares, voting agreement, voting trust, vote pooling or other agreement with respect to the shares covered by such registrationright to vote, which may be sold in accordance with the plan call meetings of shareholders or plans give consents or approvals of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days any kind as to its Subject Shares, and agrees not to commit or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock agree to take any of the individuals and/or trusts described in Sections 7(a), (b) and (c) hereof. Such transferee shall, for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholderforegoing actions.

Covenants of Shareholder. From the date hereof until this Agreement is terminated in accordance with its terms, the Shareholder hereby agrees that, except for all such actions which are otherwise permitted hereunder, it shall: (a) Shareholder hereby covenants and agreesat any meeting of the holders of Shares, however called, for the purpose of approving the Merger (the “Meeting”), vote (or cause to be voted) all voting rights attached to the Subject Shares entitled to be voted at the Meeting: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreementfavor of the Merger; (ii) To pay his pro rata portion (calculated on in favor of any action required to complete the basis Merger or required in furtherance of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counselactions contemplated thereby; and (iii) To against any proposed action by the entry Company or any other party the result of stop transfer instructions with which would be reasonably expected to impede, interfere with, or delay the Company's transfer agent against completion of the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3.Merger; (b) exchange all of its Subject Shares for the consideration available to the Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under pursuant to the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144Merger, and deposit with the Vision 21 common stock owned by Shareholder shall be subject to Paying Agent in connection with the restrictions Merger, a certificate or certificates representing the Subject Shares (together with a duly completed and limitations on resale imposed by Rule 144 on affiliates executed letter of Vision 21. Shareholder transmittal) in accordance with the terms of the Merger and such letter of transmittal, and shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates.revoke such deposit; (c) In addition not exercise any securityholder rights or remedies available to the transfer restrictions otherwise provided for hereinShareholder, Shareholder shall whether arising under statute, at common law, or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset, or challenge the Merger; (d) not, directly or indirectly, knowingly take any action of any kind which would reasonably be expected to reduce the likelihood of, or interfere with, the completion of the Merger, including, without limitation, not, directly or indirectly, supporting or voting in favor of any Acquisition Proposal or Superior Proposal or tendering any of the Subject Shares under any Acquisition Proposal or Superior Proposal; (e) not exercise any dissent or appraisal rights or any similar rights available to the Shareholder in respect of the Merger; (f) other than in connection with the performance of its obligations hereunder, not sell, assign, exchange, transfer, convey, encumber, hypothecate, pledge, grant a security interest in, option or otherwise convey or dispose of (including by gift) (collectively, “Transfer”) any Subject Shares or any right or interest therein (legal or equitable and whether direct or indirect), or enter into any agreement, contract, commitment, option, or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of any of its Subject Shares to any Person, or enter into any voting arrangement, whether by granting any proxy or other right to vote its Subject Shares, voting agreement, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders, or give consents or approvals of any kind as to its Subject Shares, and agrees not Shareholder elects to cause commit or agree to take any of the registration foregoing actions; and (g) not do indirectly that which it may not do directly in respect of his shares the restrictions on its rights with respect to its Subject Shares pursuant to this Agreement, directly including, but not limited to, the sale of any direct or indirect holding company of the Shareholder or the granting of a proxy on the Subject Shares of any direct or indirect holding company of the Shareholder which would have, indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered effect prohibited by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(a), (b) and (c) hereof. Such transferee shall, for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as ShareholderSection 2.

Covenants of Shareholder. Shareholder hereby: (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary prior to effect a registration or reasonably requested by underwriters the termination of this Agreement pursuant to Section 6.01, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any and all respects or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under or contemplated by this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) agrees that if Shareholder is an individual, Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Actcause his spouse or registered domestic partner, even as applicable, to execute and deliver a separate consent and agreement in the event Shareholder is not technically an affiliate of Vision 21 form attached as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates.Exhibit A hereto; (c) In addition agrees to exercise any of the Options upon the request of Parent or Purchaser on or before the Business Day following such request unless otherwise specified by Parent or Purchaser in writing, provided that Shareholder shall be required to exercise any Option only to the extent that such Option, by the terms of the applicable Company Stock Plan and agreement for such Option, is exercisable on a cashless basis; (d) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent with respect to the Merger that Shareholder may have now or at any time with respect to the Shares; (e) shall and does hereby authorize the Company or its counsel to, notify the Company’s transfer restrictions otherwise provided for hereinagent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of such Shares)[; and] (f) agrees that, upon request of Parent or Purchaser, Shareholder shall not, whether execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or not Shareholder elects Purchaser to cause be necessary or desirable to carry out the registration provisions of this Agreement[; and] (g) [agrees (i) that all of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may Options shall be sold treated in accordance with the plan terms of the Merger Agreement, including Section 2.6 of the Merger Agreement, and (ii) to irrevocably waive any and all rights and interests granted to him under the Non-Qualified Stock Option Certificate, the Company Stock Plans or plans otherwise as a result of distribution described a “Change in Control” or “Acquiring Person” (as such terms are defined in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(aPlans), (b) including all rights related to redeeming, keeping and (c) hereof. Such transferee shall, holding the Options upon the occurrence of a Change in Control or otherwise.] [Bracketed language used for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholder.Txxxxx X. Xxxxx and Axxxxx X. Xxxxxxxxx]

Covenants of Shareholder. Shareholder hereby: (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary prior to effect a registration or reasonably requested by underwriters the termination of this Agreement pursuant to Section 6.01, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any and all respects or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under or contemplated by this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) agrees that if Shareholder is an individual, Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Actcause his spouse or registered domestic partner, even as applicable, to execute and deliver a separate consent and agreement in the event Shareholder is not technically an affiliate of Vision 21 form attached as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates.Exhibit A hereto; (c) In addition agrees to exercise any of the Options upon the request of Parent or Purchaser on or before the Business Day following such request unless otherwise specified by Parent or Purchaser in writing, provided that Shareholder shall be required to exercise any Option only to the extent that such Option, by the terms of the applicable Company Stock Plan and agreement for such Option, is exercisable on a cashless basis; (d) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent with respect to the Merger that Shareholder may have now or at any time with respect to the Shares; (e) shall and does hereby authorize the Company or its counsel to, notify the Company’s transfer restrictions otherwise provided for hereinagent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of such Shares)[; and] (f) agrees that, upon request of Parent or Purchaser, Shareholder shall not, whether execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or not Shareholder elects Purchaser to cause be necessary or desirable to carry out the registration provisions of this Agreement[; and] (g) [agrees (i) that all of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may Options shall be sold treated in accordance with the plan terms of the Merger Agreement, including Section 2.6 of the Merger Agreement, and (ii) to irrevocably waive any and all rights and interests granted to him under the Non-Qualified Stock Option Certificate, the Company Stock Plans or plans otherwise as a result of distribution described a “Change in Control” or “Acquiring Person” (as such terms are defined in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may after receiving the written approval of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to any of the individuals and/or trusts described in Sections 7(aPlans), (b) including all rights related to redeeming, keeping and (c) hereof. Such transferee shall, holding the Options upon the occurrence of a Change in Control or otherwise.] [Bracketed language used for purposes of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as Shareholder.Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxx]

Covenants of Shareholder. (a) The Shareholder hereby covenants agrees that he/she shall cause the Covered Shares to be present at the [Bay Banks] [Virginia BanCorp] Meeting and agrees: (i) To cooperate with Vision 21 at such meeting shall vote, or cause to be voted, the Covered Shares in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis favor of the ratio Merger Agreement and the transactions contemplated thereby, until this Agreement terminates as provided in Section 2(e), unless in accordance with Section 7.02 of the aggregate offering price attributable to Merger Agreement, the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3.Board of (b) The Shareholder shall be considered an "affiliate" agrees that until the termination of Vision 21 for purposes of Rule 144 under the Securities Actthis Agreement as provided in Section 2(e), even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder he/she shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In [Virginia BanCorp] [Bay Banks], directly or indirectly tender or permit the event that Shareholder is tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a corporation, professional corporation security interest in or professional limited liability company, Shareholder may after receiving the written approval otherwise dispose of Vision 21 (which approval shall not be unreasonably withheld) transfer its shares of Vision 21 Common Stock to or encumber any of the individuals and/or trusts described Covered Shares, or any options to acquire [Bay Banks][Virginia BanCorp] Common Stock issued and outstanding pursuant to employee or director stock plans of [Bay Banks][Virginia BanCorp], provided that this restriction shall not apply to shares that are hypothecated or as to which a security interest already has been granted as of the date hereof. Notwithstanding the foregoing, in Sections 7(a)the case of any transfer by operation of law subsequent to the date hereof, this Agreement shall be binding upon and inure to the transferee. (c) The Shareholder agrees that he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of [Bay Banks] [Virginia BanCorp] Common Stock, or any officer, employee or director of [Bay Banks] [Virginia BanCorp] to, solicit from any third party any inquiries or proposals relating to the disposition of [Bay Banks] [Virginia BanCorp] business or assets or the business or assets of [Bank of Lancaster/Virginia Commonwealth Bank], a Virginia chartered commercial bank and wholly-owned subsidiary of [Bay Banks] [Virginia BanCorp], or the acquisition of [Bay Banks] [Virginia BanCorp] voting securities, or the merger of [Bay Banks] [Virginia BanCorp] with any person other than [Bay Banks] [Virginia BanCorp], or except as provided in Section 7.06 of the Merger Agreement: (i) provide any such person with information or assistance or negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) The Shareholder agrees that he/she shall not, without the prior written consent of [Virginia BanCorp] [Bay Banks], sell, or offer to sell, or otherwise directly or indirectly sell, transfer or dispose of any Covered Shares. (e) This Agreement shall terminate upon the earlier to occur of: (a) the termination of the Merger Agreement by either or both of the parties thereto, provided that such termination is not in violation of any provision of the Merger Agreement; or (b) and (c) hereof. Such transferee shall, for purposes the Effective Time of the transfer restrictions contained in this Agreement, be deemed to have held such transferred shares for the same period as ShareholderMerger.