Common use of Covenants under Rule 145 Clause in Contracts

Covenants under Rule 145. (a) The undersigned has been advised that the issuance of shares of common stock, par value $1.00 per share, of CBSI issuable to the undersigned pursuant to the Merger (“CBSI Common Shares”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (the “Registration Statement”). The undersigned has also been advised that the undersigned may be deemed an “affiliate” of the Company at the time the Merger is submitted to a vote of the shareholders of the Company, as the term “affiliate” is used in Rule 145 under the Securities Act, and as such, will be subject to Rule 145 promulgated under the Securities Act. Accordingly, the undersigned agrees that, subject to CBSI’s compliance with its obligations herein, he or she will not sell or otherwise dispose of any CBSI Common Shares, except (i) in accordance with Rule 145(d) promulgated under the Securities Act, (ii) at such time as a registration statement under the Securities Act covering resales of such CBSI Common Shares is effective, or (iii) in a transaction which, in the opinion of counsel reasonably satisfactory to CBSI (which opinion may be based upon a “no-action” or interpretative letter from the staff of the SEC), is not required to be registered under the Securities Act. Generally speaking, this means that, in any given three month period the undersigned may not sell or otherwise dispose of a number of CBSI Common Shares which exceeds the greater of (i) 1% of the then outstanding number of CBSI Common Shares, or (ii) the average weekly trading volume of CBSI Common Shares during the four weeks preceding the sale. In addition, any CBSI Common Shares must be sold in a brokers’ transaction or in a direct transaction with a market maker. The restrictions discussed in this paragraph are only applicable for a one year period following the closing of the Merger, unless the undersigned becomes an “affiliate” of CBSI as a result of the Merger or otherwise, in which case the undersigned will continue to be subject to similar restrictions under Rule 144 promulgated under the Securities Act.

Covenants under Rule 145. (a) The undersigned has been advised that the issuance of shares of common stock, no par value $1.00 per sharevalue, of CBSI issuable to the undersigned pursuant to the Merger (“"CBSI Common Shares”") will be registered under the Securities Act of 1933, as amended (the “"Securities Act”"), pursuant to a registration statement on Form S-4 (the “"Registration Statement”"). The undersigned has also been advised that the undersigned may be deemed an “"affiliate” " of the Company at the time the Merger is submitted to a vote of the shareholders of the Company, as the term “"affiliate” " is used in Rule 145 under the Securities Act, and as such, will be subject to Rule 145 promulgated under the Securities Act. Accordingly, the undersigned agrees that, subject to CBSI’s 's compliance with its obligations herein, he or she will not sell or otherwise dispose of any CBSI Common Shares, except (i) in accordance with Rule 145(d) promulgated under the Securities Act, (ii) at such time as a registration statement under the Securities Act covering resales of such CBSI Common Shares is effective, or (iii) in a transaction which, in the opinion of counsel reasonably satisfactory to CBSI (which opinion may may, but need not, be based upon a “"no-action” " or interpretative letter from the staff of the SEC), is not required to be registered under the Securities Act. Generally speaking, this means that, in any given three month period the undersigned may not sell or otherwise dispose of a number of CBSI Common Shares which exceeds the greater of (i) 1% of the then outstanding number of CBSI Common Shares, or (ii) the average weekly trading volume of CBSI Common Shares during the four weeks preceding the sale. In addition, any CBSI Common Shares must be sold in a brokers’ ' transaction or in a direct transaction with a market maker. The restrictions discussed in this paragraph are only applicable for a one year period following the closing of the Merger, unless the undersigned becomes an “"affiliate” " of CBSI as a result of the Merger or otherwise, in which case the undersigned will continue to be subject to similar restrictions under Rule 144 promulgated under the Securities ActAct until at such time as Rule 144(k) becomes applicable.