Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder (a) The Stockholder hereby appoints the Parent and any designee of the Parent, and each of them individually, as Shareholderthe Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote at any meeting (or any adjournment or postponement of such meeting) of the holders of any class or classes of the capital stock of the Company, however called, or act by written consent with respect to the Subject Shares Shares: (xi) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), ; (yii) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Stockholder contained in this Agreement, ; and (ziii) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (iA) (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and any Acquisition Proposal; or (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; and (iiB) (A1) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approvedapproved by the Parent); (B2) any material change in the present capitalization of the Company or any amendment of the Company's articles certificate of incorporation or bylaws; (C3) any other material change in the Company's corporate structure or business; or (D4) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in a material manner the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder The Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder the Stockholder under this Agreement. Shareholder The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder hereby appoints Parent If requested by Parent, each Stockholder will constitute and appoint Parent, or any designee nominee of Parent, and each or will cause Parent, or any nominee of them individuallyParent, as Shareholder's proxy and attorney-in-factto be constituted or appointed, with full power of substitution and resubstitutionre-substitution, during and for the Proxy Term, as such Stockholder’s true and lawful attorney in fact and irrevocable proxy, for and in such Stockholder’s name, place and stead, to vote each of the Subject Common Shares beneficially owned by such Stockholder as such Stockholder’s proxy, at any annual, special or act other meeting of the stockholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent consent, or, as applicable, to instruct and direct the Depository Trust & Clearing Corporation or any other holder of record of such Subject Common Shares to vote such Subject Common Shares at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or postponement thereof, and in connection with respect any action of the Subject Shares stockholders of the Company taken by written consent, (xi) in favor of the approval of the terms of the Merger AgreementAgreement (including any amendments thereto), the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereof and (yii) (other than the transactions contemplated by the Merger Agreement) against any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder such Stockholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in preclude fulfillment of a condition under the present capitalization of the Company or any amendment of Merger Agreement to the Company's articles of incorporation ’s, Parent’s or bylaws; Merger Sub’s respective obligations to consummate the Merger or (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, interfere or be inconsistent with, delay, postpone postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder hereby appoints Parent If requested by Parent, the Stockholder will constitute and appoint Parent, or any designee nominee of Parent, and each or will cause Parent, or any nominee of them individuallyParent, as Shareholder's proxy and attorney-in-factto be constituted or appointed, with full power of substitution and resubstitutionre-substitution, during and for the Proxy Term, as such Stockholder’s true and lawful attorney in fact and irrevocable proxy, for and in such Stockholder’s name, place and stead, to vote each of the Subject Common Shares beneficially owned by such Stockholder as such Stockholder’s proxy, at any annual, special or act other meeting of the stockholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent consent, or, as applicable, to instruct and direct the Depository Trust & Clearing Corporation or any other holder of record of such Subject Common Shares to vote such Subject Common Shares at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or postponement thereof, and in connection with respect any action of the Subject Shares stockholders of the Company taken by written consent, (xi) in favor of the approval of the terms of the Merger AgreementAgreement (including any amendments thereto), the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereof and (yii) (other than the transactions contemplated by the Merger Agreement) against any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder such Stockholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in preclude fulfillment of a condition under the present capitalization of the Company or any amendment of Merger Agreement to the Company's articles of incorporation ’s, Parent’s or bylaws; Merger Sub’s respective obligations to consummate the Merger or (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, interfere or be inconsistent with, delay, postpone postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder (a) Subject to clause (b) below, immediately following the closing of the Tender Offer, each Junior Preferred Stockholder, by this Agreement, with respect to its shares of Junior Preferred Stock, now owned or hereinafter acquired, hereby appoints Parent and any designee of Parent, and each of them individually, as Shareholder's grants an irrevocable proxy and attorney-in-fact, power of attorney to United with full power of substitution and resubstitutionresubstitution (and agrees to execute such additional documents or certificates evidencing such proxy as United or its designees may reasonably request) to (a) vote, to vote at any meeting of the shareholders of the Company or act any adjournment or postponement thereof, and take action by written consent with respect the Subject Shares consent, (xi) in favor of the approval and adoption of (A) any amendments to the Company’s Amended and Restated Certificate of Incorporation, including any Certificate of Designations relating to any series of the terms Company’s preferred stock, (B) the issuance of the Merger Agreementnew convertible preferred stock of the Company and (C) any other matters, if any, required by applicable Law or otherwise to approve and adopt the Merger Investment Agreement and approve of the other transactions contemplated by the Merger Agreement thereby and this Agreement; (and any actions required in furtherance thereof), (yii) against any action, proposal, agreement or transaction (other than the transactions contemplated by the Investment Agreement and this Agreement) or agreement proposal that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Investment Agreement or that could result in any of the Shareholder contained in this Agreement, conditions to the Company’s obligations under the Investment Agreement not being fulfilled; and (ziii) except with in favor of any other matter necessary to the written consent consummation of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): Investment Agreement and considered and voted upon (or consented to) by the shareholders of the Company; and (b) execute one or more waivers pursuant to which United and/or its designees may waive (in whole or in part) on behalf of the Junior Preferred Stockholders (i) any Acquisition Proposal; right (including a right to vote or consent to action taken by or on behalf of the Company) that the undersigned Junior Preferred Stockholder has, possesses, or may exercise whether pursuant to the Junior Preferred Certificate of Designations, or pursuant to any agreement, arrangement or understanding to which the Company and such Junior Preferred Stockholder are parties or otherwise and/or (ii) the Company’s compliance with any restriction imposed on the Company by the Junior Preferred Certificate of Designations. SUBJECT TO CLAUSE (Ab) BELOW, THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. Each Junior Preferred Stockholder hereby revokes each proxy and power of attorney it may have heretofore granted with respect to its shares of Junior Preferred Stock. Notwithstanding any change of the foregoing, United shall in no event acquire more than 67% of the voting power of the Junior Preferred Stock; in the persons who constitute the board of directors event that United would acquire more than 67% of the Company as such board is constituted as voting power of the date Junior Preferred Stock, each Junior Preferred Stockholder shall be deemed to have given an irrevocable proxy only for such percentage of its Junior Preferred Stock so that the aggregate voting power of Junior Preferred Stock granted pursuant to this Agreement (or their successors who were so approved); (B) Section 5 shall not exceed 67%. Furthermore, notwithstanding any material change in the present capitalization of the Company or any amendment foregoing, this proxy shall be limited to matters reasonably related to the consummation of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Investment Agreement; provided, however, that nothing in this Agreement the Junior Preferred Stockholders shall limit or affect Shareholder from acting in accordance retain their proxy rights with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as respect to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such all other instruments as may be necessary to effectuate the intent of this proxymatters.

Grant of Irrevocable Proxy. Shareholder hereby appoints Parent If requested by Parent, Stockholder will constitute and appoint Parent, or any designee nominee of Parent, and each or will cause Parent, or any nominee of them individuallyParent, as Shareholder's proxy and attorney-in-factto be constituted or appointed, with full power of substitution and resubstitutionre-substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney in fact and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote each of the Subject Common Shares as Stockholder’s proxy, at any annual, special or act other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement, or, as applicable, to instruct and direct the Depository Trust & Clearing Corporation or any other holder of record of such Subject Common Shares to vote such Subject Common Shares at any annual, special or other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with respect any action of the Subject Shares stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement, (xi) in favor of the approval of the terms adoption of the Merger Agreement, Agreement (including any amendments thereto) and the approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereof and (yii) (other than as otherwise contemplated by the Merger Agreement) against any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere or be inconsistent with, delay, postpone postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder Each Stockholder hereby -------------------------- irrevocably appoints Parent and constitutes SeraNova or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-factSeraNova, with full power of substitution substitution, the lawful agent, attorney and resubstitution, proxy of the Stockholder (each an "Irrevocable Proxy") during the term of this Agreement to vote or act by written consent with respect the Subject Shares (x) in favor its sole discretion all of the approval Shares of Common Stock of Silverline of which such Stockholder is or becomes the owner of record or has the power to vote in the following manner for the following purposes: (i) to call one or more meetings of the terms stockholders of Silverline in accordance with the Merger Agreement, corporate organizational documents of Silverline and applicable law for the Merger and purpose of considering the other transactions contemplated by the Merger Agreement (such that the stockholders shall have the full opportunity to approve the Merger Agreement and any actions required and all amendments, modifications and waivers thereof and the transactions contemplated thereby; (ii) in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect favor of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or any of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): Agreement at any stockholders' meetings of Silverline held to consider the Merger Agreement (iwhether annual or special and whether or not an adjourned meeting); (iii) against the taking of any Acquisition Proposalaction which would result in any of the conditions to SeraNova's obligations under the Merger Agreement not being fulfilled; and (iiiv) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (otherwise necessary or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, appropriate to prevent, impede, interfere with, delay, postpone or adversely affect enable SeraNova to consummate the transactions contemplated by the Merger Agreement; providedAgreement and, howeverin connection with such purposes, to otherwise act with respect to the Shares which the Stockholder is entitled to vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF SERANOVA IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by the Stockholders with respect to their Shares. It is understood and agreed that nothing in this Agreement contained herein shall limit restrict or otherwise affect Shareholder from acting in accordance with his the Stockholders' exercise of their fiduciary duties as an officer or director Directors of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxySilverline.

Grant of Irrevocable Proxy. Each Shareholder Party, by this Shareholder Parties’ Agreement, with respect to his or its Shares, hereby appoints Parent grants to Purchaser an irrevocable proxy (to the extent that the Law of the State of Delaware may permit), until the termination of this Agreement (and agrees to execute such documents or certificates evidencing such proxy as Purchaser may reasonably request), to vote, at any designee meeting of Parentthe stockholders of the Company, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act in any action by written consent with respect of the Subject stockholders of the Company, all of such Shareholder Party’s Shares (xa) in favor of the approval of the terms and adoption of the Merger AgreementAgreement and approval of the Merger, the Merger recommendation of the Offer, and the all other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)this Shareholder Parties’ Agreement, (yb) against any action, proposal, agreement or transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Company Takeover Proposal) that would result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or that could result in any of the Shareholder contained conditions to the Purchaser’s obligations under the Merger Agreement not being fulfilled, (c) in this Agreement, and (z) except favor of any other matter necessary or desirable in connection with the written consent consummation of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; Agreement and considered and voted upon by the stockholders of the Company, and (iid) against any extraordinary corporate transaction (A) any change in other than the persons who constitute the board Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer of directors a material amount of the Company as such board is constituted as of the date of this Agreement (assets or their successors who were so approved); (B) any material change in the present capitalization securities of the Company or any amendment of the Company's articles ’s Subsidiaries (other than in connection with the Merger). Each Shareholder Party further agrees to vote such Shareholder Party’s Shares in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST and is granted in consideration of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Purchaser entering into the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director . The vote of the Company. Any proxyholder shall control in any conflict between the vote by the proxyholder of a Shareholder Party’s Subject Shares and a vote by such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results Shareholder Party of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyParty’s Subject Shares.

Grant of Irrevocable Proxy. Shareholder (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Parent Merger Sub, its officers, agents and any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-factnominees, with full power of substitution substitution, as proxy for and resubstitutionattorney in fact of the Stockholder to act with respect to and vote the Shares owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of AmeriSource Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to vote the fullest extent that the Shares are entitled to be voted on any matter which may come before such meeting or act by which may be the subject of such written consent with respect the Subject Shares consent, (xi) in favor of the approval of Merger, the terms of Merger Agreement and the transactions contemplated thereby (but not any Material Adverse Amendments (as defined below) to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yii) against any actionCompeting Transaction, proposal, transaction (iii) against any action or agreement that the purpose or effect of which would result in be to impede, interfere with or attempt to discourage the Merger, and (iv) against any action the taking of which would constitute a breach in any respect by AmeriSource of any covenantof its representations, representation warranties, covenants or warranty or any other obligation or agreement of the Company agreements contained in the Merger Agreement or of in the Shareholder contained AmeriSource Stock Option Agreement; provided that such proxy may not be used to frustrate AmeriSource's ability to terminate the Merger Agreement in this Agreement, and (z) except accordance with the written consent provisions of Parent, against the following actions or proposals (other than the transactions contemplated by Section 7.1(c) of the Merger Agreement): . In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to his Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares. As used herein, a "Material Adverse Amendment" is an amendment that (i) any Acquisition Proposal; materially and adversely affects the Stockholder and (ii) (A) any change is approved by AmeriSource's Board of Directors notwithstanding the fact that in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyR. David Yost voted against xxxx xxxxdment.

Grant of Irrevocable Proxy. Shareholder hereby irrevocably appoints Parent and May or any designee of ParentMay the lawful agent, attorney, and each proxy of them individuallyShareholder, as Shareholder's proxy and attorney-in-fact, with full power during the term of substitution and resubstitutionthis Agreement, to (a) vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)Merger, (yb) vote the Shares against any action, proposal, transaction action or agreement that would result in a breach in any respect material aspect of any covenant, representation representation, or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by under the Merger Agreement): (i) any Acquisition Proposal; and (iic) (A) vote the Shares against any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries agreement that is intended, or could reasonably be expected, to prevent, would impede, interfere with, delay, postpone postpone, or adversely affect attempt to discourage the transactions contemplated by the Merger Agreement; providedMerger, howeverincluding, that nothing in this Agreement shall limit but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or affect Shareholder from acting in accordance with his fiduciary duties as an officer other business combination involving Company, (ii) a sale or director transfer of a material amount of the assets of Company or a reorganization, recapitalization, or liquidation of Company. Any such vote shall be cast , (iii) any change in the management or consent shall be given board of directors of Company, except as otherwise agreed to in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes writing by May, (iv) any change in the present capitalization or dividend policy of determining that a quorum is present and for purposes of recording the results of such vote Company; or consent(v) any other change in Company's corporate structure. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in intends this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited irrevocable and coupled with the Company at its principal place of business. Shareholder shall an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect to the Shares. Shareholder shall not hereafter, unless and until this Agreement terminates, purport to vote (or execute a consent with respect to) any of the Shares (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Shares. Shareholder shall retain at all times the right to vote the Shares in Shareholder's sole discretion on all matters other than those set forth in this Paragraph 2 that are presented for a vote to the Shareholders of Company generally.

Grant of Irrevocable Proxy. Shareholder hereby appoints Parent If requested by Parent, the Stockholder will constitute and appoint Parent, or any designee nominee of Parent, and each or will cause Parent, or any nominee of them individuallyParent, as Shareholder's proxy and attorney-in-factto be constituted or appointed, with full power of substitution and resubstitutionre-substitution, during and for the Proxy Term, as the Stockholder’s true and lawful attorney in fact and irrevocable proxy, for and in the Stockholder’s name, place and stead, to vote each of the Subject Common Shares as the Stockholder’s proxy, at any annual, special or act other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company, taken by written consent to approve the Merger and approve and adopt the Merger Agreement, or, as applicable, to instruct and direct the Depository Trust & Clearing Corporation or any other holder of record of such Subject Common Shares to vote such Subject Common Shares at any annual, special or other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with respect any action of the Subject Shares stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement, (xi) in favor of the approval of the terms adoption of the Merger Agreement, Agreement (including any amendments thereto) and the approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereof and (yii) (other than as otherwise contemplated by the Merger Agreement) against any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere or be inconsistent with, delay, postpone postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder The Senior Preferred Stockholder, by this Agreement, with respect to its shares of Senior Preferred Stock, now owned or hereinafter acquired, hereby appoints Parent and any designee of Parent, and each of them individually, as Shareholder's grants an irrevocable proxy and attorney-in-fact, power of attorney to United with full power of substitution and resubstitutionresubstitution (and agrees to execute such additional documents or certificates evidencing such proxy as United or its designees may reasonably request) to vote, to vote at any meeting of the shareholders of the Company or act any adjournment or postponement thereof, and take action by written consent with respect the Subject Shares consent, (xa) in favor of the approval and adoption of (i) any amendments to the Company’s Amended and Restated Certificate of Incorporation, including any Certificate of Designations relating to any series of the terms of Company’s preferred stock, required to consummate the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)Investment Agreement, (yii) the issuance of the new convertible preferred stock of the Company required to consummate the transactions contemplated by the Investment Agreement and (iii) any other matters, if any, required by applicable Law or otherwise to approve and adopt the Investment Agreement and approve of the transactions contemplated thereby and this Agreement; (b) against any action, proposal, agreement or transaction (other than the transactions contemplated by the Investment Agreement and this Agreement) or agreement proposal that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Investment Agreement or that could result in any of the Shareholder contained in this Agreement, conditions to the Company’s obligations under the Investment Agreement not being fulfilled; and (zc) except with in favor of any other matter necessary to the written consent consummation of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; Investment Agreement and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement considered and voted upon (or their successors who were so approved); (Bconsented to) any material change in by the present capitalization of the Company or any amendment shareholders of the Company's articles . THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. The Senior Preferred Stockholder hereby revokes each proxy and power of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or attorney it may have heretofore granted with respect to its shares of Senior Preferred Stock. Notwithstanding any of its Subsidiaries that is intendedthe foregoing, or could this proxy shall be limited to matters reasonably be expected, required in order to prevent, impede, interfere with, delay, postpone or adversely affect consummate the transactions contemplated by the Merger Investment Agreement; provided, however, that nothing in this Agreement the Senior Preferred Stockholder shall limit or affect Shareholder from acting in accordance retain its proxy rights with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as respect to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such all other instruments as may be necessary to effectuate the intent of this proxymatters.

Grant of Irrevocable Proxy. Shareholder The Shareholders hereby appoints appoint Parent and any designee of Parent, and each of them individually, as Shareholder's the Shareholders' proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Shareholders contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder Krishan K. Joshi from acting in accordance with his fiduciary duties as an officer or ax xx xxxxxxx xx director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees The Shareholders agree not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder the Shareholders under this Agreement. Shareholder The Shareholders shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder The Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder (a) Until this Agreement is terminated, -------------------------- the Stockholder hereby irrevocably appoints Parent Merger Sub, its officers, agents and any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-factnominees, with full power of substitution substitution, as proxy for and resubstitutionattorney in fact of the Stockholder to act with respect to and vote the Shares owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of AmeriSource Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to vote the fullest extent that the Shares are entitled to be voted on any matter which may come before such meeting or act by which may be the subject of such written consent with respect the Subject Shares consent, (xi) in favor of the approval of Merger, the terms of Merger Agreement and the transactions contemplated thereby (but not any Material Adverse Amendments (as defined below) to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yii) against any actionCompeting Transaction, proposal, transaction (iii) against any action or agreement that the purpose or effect of which would result in be to impede, interfere with or attempt to discourage the Merger, and (iv) against any action the taking of which would constitute a breach in any respect by AmeriSource of any covenantof its representations, representation warranties, covenants or warranty or any other obligation or agreement of the Company agreements contained in the Merger Agreement or of in the Shareholder contained AmeriSource Stock Option Agreement; provided that such proxy may not be used to frustrate AmeriSource's ability to terminate the Merger Agreement in this Agreement, and (z) except accordance with the written consent provisions of Parent, against the following actions or proposals (other than the transactions contemplated by Section 7.1(c) of the Merger Agreement): . In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that it has not heretofore granted any irrevocable proxy with respect to its Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares. As used herein, a "Material Adverse Amendment" is an amendment that (i) any Acquisition Proposal; materially and adversely affects the Stockholder and (ii) (A) any change is approved by AmeriSource's Board of Directors notwithstanding the fact that in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with the Stockholder's nominees on AmeriSource's Board of Directors voted against such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyamendment.

Grant of Irrevocable Proxy. Shareholder The Senior Preferred Stockholder, by this Agreement, with respect to his shares of Senior Preferred Stock, now owned or hereinafter acquired, hereby appoints Parent and any designee of Parent, and each of them individually, as Shareholder's grants an irrevocable proxy and attorney-in-fact, power of attorney to United with full power of substitution and resubstitutionresubstitution (and agrees to execute such additional documents or certificates evidencing such proxy as United or its designees may reasonably request) to vote, to vote at any meeting of the shareholders of the Company or act any adjournment or postponement thereof, and take action by written consent with respect the Subject Shares consent, (xa) in favor of the approval and adoption of (i) any amendments to the Company’s Amended and Restated Certificate of Incorporation, including any Certificate of Designations relating to any series of the terms of Company’s preferred stock, required to consummate the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)Investment Agreement, (yii) the issuance of the new convertible preferred stock of the Company required to consummate the transactions contemplated by the Investment Agreement and (iii) any other matters, if any, required by applicable Law or otherwise to approve and adopt the Investment Agreement and approve of the transactions contemplated thereby and this Agreement; (b) against any action, proposal, agreement or transaction (other than the transactions contemplated by the Investment Agreement and this Agreement) or agreement proposal that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Investment Agreement or that could result in any of the Shareholder contained in this Agreement, conditions to the Company’s obligations under the Investment Agreement not being fulfilled; and (zc) except with in favor of any other matter necessary to the written consent consummation of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; Investment Agreement and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement considered and voted upon (or their successors who were so approved); (Bconsented to) any material change in by the present capitalization of the Company or any amendment shareholders of the Company's articles . THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. The Senior Preferred Stockholder hereby revokes each proxy and power of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or attorney he may have heretofore granted with respect to his shares of Senior Preferred Stock. Notwithstanding any of its Subsidiaries that is intendedthe foregoing, or could this proxy shall be limited to matters reasonably be expected, required in order to prevent, impede, interfere with, delay, postpone or adversely affect consummate the transactions contemplated by the Merger Investment Agreement; provided, however, that nothing in this Agreement the Senior Preferred Stockholder shall limit or affect Shareholder from acting in accordance retain its proxy rights with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as respect to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such all other instruments as may be necessary to effectuate the intent of this proxymatters.

Grant of Irrevocable Proxy. Shareholder The Shareholders hereby appoints appoint Parent and any designee of Parent, and each of them individually, as Shareholder's the Shareholders' proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Shareholders contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder Xxxxxxx X. Xxxxx from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees The Shareholders agree not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder the Shareholders under this Agreement. Shareholder The Shareholders shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder The Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder The Shareholders hereby appoints appoint Parent and any designee of Parent, and each of them individually, as Shareholder's the Shareholders' proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Shareholders contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder Krishan K. Joshi from acting in accordance with his fiduciary duties as an officer dutiex xx xx xxxxxxx or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees The Shareholders agree not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder the Shareholders under this Agreement. Shareholder The Shareholders shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder The Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Grant of Irrevocable Proxy. Shareholder (a) The Stockholder hereby appoints the Parent and any designee of the Parent, and each of them individually, as Shareholderthe Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote at any meeting (or any adjournment or postponement of such meeting) of the holders of any class or classes of the capital stock of the Company, however called, or act by written consent with respect to the Subject Shares Shares: (xi) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), ; (yii) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Stockholder contained in this Agreement, ; and (ziii) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (iA) (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and any Acquisition Proposal; or (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; and (iiB) (A1) any change in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approvedapproved by the Parent); (B2) any material change in the present capitalization of the Company or any amendment of the Company's articles certificate of incorporation or bylaws; (C3) any other material change in the Company's corporate structure or business; or (D4) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in a material manner the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder The Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder the Stockholder under this Agreement. Shareholder The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Notwithstanding the foregoing, no proxy shall be provided as to Subject Shares that are restricted stock if prohibited by the terms of the restrictions on such subject shares.

Grant of Irrevocable Proxy. Shareholder (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Parent Merger Sub, its officers, agents and any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-factnominees, with full power of substitution substitution, as proxy for and resubstitutionattorney in fact of the Stockholder to act with respect to and vote the Shares owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of AmeriSource Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to vote the fullest extent that the Shares are entitled to be voted on any matter which may come before such meeting or act by which may be the subject of such written consent with respect the Subject Shares consent, (xi) in favor of the approval of Merger, the terms of Merger Agreement and the transactions contemplated thereby (but not any Material Adverse Amendments (as defined below) to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yii) against any actionCompeting Transaction, proposal, transaction (iii) against any action or agreement that the purpose or effect of which would result in be to impede, interfere with or attempt to discourage the Merger, and (iv) against any action the taking of which would constitute a breach in any respect by AmeriSource of any covenantof its representations, representation warranties, covenants or warranty or any other obligation or agreement of the Company agreements contained in the Merger Agreement or of in the Shareholder contained AmeriSource Stock Option Agreement; provided that such proxy may not be used to frustrate AmeriSource's ability to terminate the Merger Agreement in this Agreement, and (z) except accordance with the written consent provisions of Parent, against the following actions or proposals (other than the transactions contemplated by Section 7.1(c) of the Merger Agreement): . In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to his Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares. As used herein, a "Material Adverse Amendment" is an amendment that (i) any Acquisition Proposal; materially and adversely affects the Stockholder and (ii) (A) any change is approved by AmeriSource's Board of Directors notwithstanding the fact that in the persons who constitute the board of directors of the Company as such board is constituted as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect Shareholder from acting in accordance with his fiduciary duties as an officer or director of the Company. Any such vote shall be cast or consent shall be given in accordance with the Stockholder voted against such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. This proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyamendment.