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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (ab) The proxy and power of attorney granted pursuant to this Section 1.2(a) 1.2 by the Shareholder Stockholder is executed in accordance with Section 607.0722 212 of Florida the Delaware General Corporation Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholderthe Stockholder in relation to any or all of his Subject Shares. The power of attorney granted by Shareholder herein the Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the ShareholderStockholder. The proxy and power of attorney granted hereunder under this Agreement shall terminate upon the termination of this Agreement. (c) The Parent and the Merger Sub acknowledge and agree that no provision of this Agreement shall limit or otherwise restrict a Stockholder with respect to any act or omission that a Stockholder may undertake or authorize in the Stockholder's capacity as a director or officer of the Company, including, without limitation, any vote the Stockholder may make as a director or officer of the Company with respect to any matter presented to the Company's board of directors.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote R. David Yost voted against xxxx xxxxdment. (Ab) any change The Stockholder understands and acknowledges that McKesson is entering into the Merger Agreement in reliance upon the persons who constitute Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the board of directors irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by McKesson of the Company as such board is constituted as of the date of this Merger 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 the Stockholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with The Stockholder hereby further affirms that 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. (a) The irrevocable proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholdermay not be revoked. The power Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the provisions of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity Section 212 of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementDGCL.

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 under the Investment Agreement or that could result in any of the conditions to the Company’s obligations under the Investment Agreement not being fulfilled; and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the 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 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 (b) 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 of the foregoing, United shall in no event acquire more than 67% of the voting power of the Junior Preferred Stock; in the Merger Agreement or event that United would acquire more than 67% of the Shareholder voting power of the 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 Section 5 shall not exceed 67%. Furthermore, notwithstanding any of the foregoing, this proxy shall be limited to matters reasonably related to the consummation of the transactions contemplated by the Investment Agreement; the Junior Preferred Stockholders shall retain their proxy rights with respect to all other matters. (b) Notwithstanding anything to the contrary contained in this Agreement, and United or its designees may only exercise the proxy rights under Section 6(a) hereof if, no later than five (z5) except with the written consent of ParentBusiness Days after it exercises any proxy rights under Section 6(a), against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; the Swap Closing occurs, and (ii) the Purchase Price is paid to the Junior Preferred Stockholders pursuant to Section 2 hereof. For purposes of clarity, if any proxy rights are exercised under Section 6(a) and within five (A5) any change in Business Days thereafter either (i) 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; Swap Closing does not occur, or (Dii) the Purchase Price is not paid to the Junior Preferred Stockholders pursuant to Section 2 hereof, any other action previously taken by United or proposal involving its designee pursuant to the Company or any of its Subsidiaries that is intended, or could reasonably proxy rights in Section 6(a) shall be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in null and void and 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 immediately terminate without 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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreementparties hereto.

Grant of Irrevocable Proxy. Shareholder (a) Each Stockholder hereby appoints Parent irrevocably grants to, and appoints, Clinical Data and Xxxxxx X. Xxxxx, M.D., in his capacity as Chief Executive Officer of Clinical Data, and any designee individual who shall hereafter succeed to any such office of ParentClinical Data, and each of them individually, as Shareholder's such Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution substitution), for and resubstitutionin the name, place and stead of such Stockholder, to vote or act by written consent with respect the Subject Shares Common Shares, or grant a consent or approval in respect of the Subject Common Shares, in each case prior to the termination of this Agreement (xi) in favor of the approval of the terms of approving the Merger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement (and any actions required in furtherance thereof)Agreement, (yii) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (iii) against any action, proposal, transaction action or agreement submitted for approval of the stockholders of Icoria that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Icoria under the Merger Agreement or of the Shareholder contained in such Stockholder under this Agreement, Agreement and (ziv) except with the written consent of Parentas otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the following actions or proposals (other than stockholders of Icoria that would reasonably be expected to result in any of the transactions contemplated by conditions to Icoria’s obligations under 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 (not being fulfilled 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 would reasonably be expected, to prevent, impede, interfere with, delay, postpone delay or adversely affect the transactions contemplated by the Merger Agreement; provided (b) Each Stockholder represents that any proxies heretofore given in respect of the Subject Common Shares are not irrevocable, however, and that nothing any such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement shall limit or affect Shareholder from acting Section 1.2 is given in accordance connection with his fiduciary duties as an officer or director the execution of the Company. Any Merger Agreement, and that 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 irrevocable proxy is given to secure the performance of the duties of Shareholder such Stockholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with Each Stockholder hereby further affirms that 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. (a) The irrevocable proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable voting power and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity intended to be irrevocable in accordance with Section 212(e) of the ShareholderGeneral Corporation Law of the State of Delaware. The Notwithstanding anything herein to the contrary, the parties agree that such irrevocable proxy and power of attorney granted hereunder shall terminate and be of no further force and effect upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Irrevocable Proxy. Shareholder The Stockholder, by this Agreement hereby appoints Parent and irrevocably grants an irrevocable proxy to Parent, or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution (and resubstitution, agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request) to vote or act cause to be voted, at any meeting of the stockholders of the Company (whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent with respect of the Subject Shares stockholders of the Company, all of the Shares: (xi) in favor of the approval of the terms of the Merger Agreement, the Merger Merger, and the all other transactions contemplated by the Merger Agreement and this Agreement, (and any actions required in furtherance thereof), (yii) against any action, proposal, agreement or transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposed transaction (including any Takeover 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 Agreement (whether or not theretofore terminated) or that could result in any of the Shareholder contained in conditions to the Company’s obligations under the Merger Agreement not being fulfilled or that could reasonably be expected to impede, interfere, or be inconsistent with, delay, postpone, discourage or adversely affect the Merger Agreement (whether or not theretofore terminated), the Merger or this Agreement, 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): (i) any Acquisition Proposal; Agreement and (ii) (A) any change in considered and voted upon by 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 stockholders of the Company's articles ; and (iv) against any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization, liquidation or sale of incorporation or bylaws; (C) any other a material change in the Company's corporate structure or business; or (D) any other action or proposal amount of assets involving the Company or any of its Subsidiaries that is intendedsubsidiaries, or could reasonably other than the Merger. The Stockholder further agrees to cause the Shares to 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 voted in accordance with his fiduciary duties as an officer or director of the Companyforegoing. 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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the Shares, is irrevocable proxy and shall revoke any is granted in consideration of, and is effective upon, the signature of this Agreement by Parent. This Agreement revokes all prior other proxies granted by such Shareholder. The power and powers of attorney granted by Shareholder herein is the Stockholder at any time (before or after the date hereof) with respect to the Shares. The Stockholder acknowledges receipt and review of a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity copy of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Merger Agreement.

Grant of Irrevocable Proxy. Shareholder Each Class A Securityholder (other than GEPT) hereby irrevocably appoints Parent and any designee of ParentHoldings, and each of them individually, as Shareholder's proxy and attorney-in-fact, (with full power of substitution substitution), as such Class A Securityholder’s proxy and resubstitutionattorney in fact (each, in such capacity, a “Proxy Holder”) to vote and to give or act by written withhold consent with respect the Subject Shares to all shares of Common Stock and Preferred Stock (xif any such rights exists) held by such Class A Securityholder from time to time 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 such manner as such board is constituted as of the date of this Agreement Proxy Holder or Proxy Holders shall determine in their respective sole and absolute discretion, at any meeting (whether annual or their successors who were so approved); (Bspecial and whether or not an adjourned meeting) any material change in the present capitalization of the Company or any amendment of by written consent or otherwise, giving and granting to the Company's articles of incorporation Proxy Holders all powers such Class A Securityholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holders or bylaws; (C) any other material change in the Company's corporate structure either shall lawfully do or business; or (D) any other action or proposal involving the Company or any of its Subsidiaries that is intendedcause to be done by virtue hereof, 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 the foregoing proxy shall not apply to any action to be taken or consent to be given by any such Class A Securityholder, in its capacity as such, under the terms of Sections 11 and 12.2 of this Agreement and provided, further, that Holdings shall limit or affect Shareholder be prohibited from acting using any of such proxies to amend the terms and conditions set forth in accordance with his fiduciary duties as an officer or director Sections 11 and 12 hereof. Neither of the CompanyProxy Holders shall have any liability to any Securityholder as a result of any action taken or failure to take action pursuant to the foregoing proxy except for any action or failure to take action not taken or omitted in good faith or which involves intentional misconduct or a knowing violation of applicable law. Any Each such vote shall be cast or consent shall be Class A Securityholder represents that any proxies heretofore given by such Class A Securityholder in respect of its Securities are not irrevocable; any such prior proxies are hereby revoked. Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in accordance with such procedures relating thereto so as to ensure that it is duly counted consideration 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 mutual agreements contained in this Article I. This Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to the Company and Holdings to approve such subscription, and that this irrevocable 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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the foregoing irrevocable proxy, and agrees to support an recognize the Proxy Holders as the sole attorneys and proxies for each such Class A Securityholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 7. Each such Class A Securityholder intends that this irrevocable proxy is executed and shall revoke any and all prior proxies granted by such Shareholder. The power intended to be irrevocable in accordance with the provisions of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity Section 212 of the ShareholderDelaware General Corporation Law to the extent that the same is or may be applicable. The proxy and power of attorney granted hereunder by this Section 7 shall terminate upon the termination with respect to any share of this AgreementCommon Stock or Preferred Stock held by any such Class A Securityholder only at such time as such share is no longer owned beneficially or of record by such Class A Securityholder or any of his, her or its Permitted Transferees.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder Shareholders is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such ShareholderShareholders. The power of attorney granted by Shareholder the Shareholders herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the ShareholderShareholders. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder Shareholders is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such ShareholderShareholders. The power of attorney granted by Shareholder the Shareholders herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the ShareholderShareholders. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Irrevocable Proxy. Shareholder The Stockholder, by this Agreement, with respect to his Shares and solely in his capacity as a stockholder of the Company, 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 Purchaser with full power of substitution and resubstitutionresubstitution (and agrees to execute such additional documents or certificates evidencing such proxy as Purchaser or its designees may reasonably request) to cause the Shares to be represented at any meeting and any adjournment or postponement thereof for quorum purposes and to vote, to vote at any meeting of the stockholders of the Company and any adjournment or act postponement thereof, and take action by written consent with respect the Subject Shares or electronic 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 Investment Agreement; (ii) 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 required by applicable Law or otherwise to approve and adopt the Investment Agreement and approve the transactions contemplated thereby; (and any actions required in furtherance thereof), (yb) against any action, proposal, agreement or transaction (other than the transactions contemplated by the Investment 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 stockholders of the Company's articles . THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. The Stockholder hereby revokes each proxy and power of incorporation or bylaws; (C) any other material change in attorney he may have heretofore granted with respect to the Company's corporate structure or business; or (D) any other action or proposal involving the Company or Shares. 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 the Stockholder shall retain his voting rights with respect to all other matters (except to the extent set forth 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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Stock Purchase Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy dated as of June 11, 2008, between the Stockholder and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive Purchaser (the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement“SPA”)).

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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. (ab) The proxy and power of attorney granted pursuant to this Section 1.2(a) 1.2 by the Shareholder Stockholder is executed in accordance with Section 607.0722 212 of Florida the Delaware General Corporation Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholderthe Stockholder in relation to any or all of his Subject Shares. The power of attorney granted by Shareholder herein the Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the ShareholderStockholder. The proxy and power of attorney granted hereunder under this Agreement shall terminate upon the termination of this Agreement. (c) The Parent and the Merger Sub acknowledge and agree that no provision of this Agreement shall limit or otherwise restrict a Stockholder with respect to any act or omission that a Stockholder may undertake or authorize in the Stockholder's capacity as a director or officer of the Company, including, without limitation, any vote the Stockholder may make as a director or officer of the Company with respect to any matter presented to the Company's board of directors.

Grant of Irrevocable Proxy. Shareholder The Stockholder, by this Agreement hereby appoints Parent and irrevocably grants an irrevocable proxy to Parent, or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution (and resubstitution, agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request) to vote or act cause to be voted, at any meeting of the stockholders of the Company (whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent with respect of the Subject Shares stockholders of the Company, all of the Shares: (xi) in favor of the approval of the terms of the Merger Agreement, the Merger Merger, and the all other transactions contemplated by the Merger Agreement and this Agreement, (and any actions required in furtherance thereof), (yii) against any action, proposal, agreement or transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposed transaction (including any Takeover 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 Agreement (whether or not theretofore terminated) or that could result in any of the Shareholder contained in conditions to the Company's obligations under the Merger Agreement not being fulfilled or that could reasonably be expected to impede, interfere, or be inconsistent with, delay, postpone, discourage or adversely affect the Merger Agreement (whether or not theretofore terminated), the Merger or this Agreement, 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): (i) any Acquisition Proposal; Agreement and (ii) (A) any change in considered and voted upon by 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 stockholders of the Company's articles ; and (iv) against any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization, liquidation or sale of incorporation or bylaws; (C) any other a material change in the Company's corporate structure or business; or (D) any other action or proposal amount of assets involving the Company or any of its Subsidiaries that is intendedsubsidiaries, or could reasonably other than the Merger. The Stockholder further agrees to cause the Shares to 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 voted in accordance with his fiduciary duties as an officer or director of the Companyforegoing. 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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an the Shares, is irrevocable proxy and shall revoke any is granted in consideration of, and is effective upon, the signature of this Agreement by Parent. This Agreement revokes all prior other proxies granted by such Shareholder. The power and powers of attorney granted by Shareholder herein is the Stockholder at any time (before or after the date hereof) with respect to the Shares. The Stockholder acknowledges receipt and review of a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity copy of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Merger Agreement.

Grant of Irrevocable Proxy. Shareholder Each Stockholder hereby irrevocably appoints and constitutes Parent and or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, 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 shares of Company Common Stock of which such Stockholder is or becomes the beneficial owner with voting power for the following purposes: (i) to call one or more meetings of the stockholders of Company in accordance with the by-laws of Company and applicable law for the purpose of considering a proposal to approve the Merger Agreement and the transactions contemplated thereby; (ii) to vote for approval of the terms Merger Agreement at any stockholders' meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any other person or entity other than Parent or Acquisition, or the taking of any action which would result in any of the Merger Agreementconditions to the obligations of Parent, Acquisition or Company under the Merger Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Acquisition to consummate the other transactions contemplated by the Merger Agreement (and any actions required and, in furtherance thereof)connection with such purposes, (y) against any action, proposal, transaction or agreement that would result in a breach in any to otherwise act with respect of any covenant, representation or warranty or any other obligation or agreement of to the Company contained in Shares which 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 Stockholder 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, entitled to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF PARENT AND ACQUISITION 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 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 revoke all other instruments as may be necessary to effectuate the intent of this proxy. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementStockholders with respect to their Company Shares.

Grant of Irrevocable Proxy. Shareholder Stockholder hereby irrevocably appoints and constitutes Parent and or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-fact, with full power of substitution substitution, the lawful agent, attorney and resubstitution, proxy of 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 shares of Company Common Stock of which Stockholder is or becomes the beneficial owner with voting power for the following purposes: (i) to call one or more meetings of the stockholders of Company in accordance with the by-laws of Company and applicable law for the purpose of considering a proposal to approve the Merger Agreement and the transactions contemplated thereby; (ii) to vote for approval of the terms Merger Agreement at any stockholders' meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any other person or entity other than Parent or Acquisition, or the taking of any action which would result in any of the Merger Agreementconditions to the obligations of Parent, Acquisition or Company under the Merger Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Acquisition to consummate the other transactions contemplated by the Merger Agreement (and any actions required and, in furtherance thereof)connection with such purposes, (y) against any action, proposal, transaction or agreement that would result in a breach in any to otherwise act with respect of any covenant, representation or warranty or any other obligation or agreement of to 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 Shares which Stockholder 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, entitled to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF PARENT AND ACQUISITION 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 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 revoke all other instruments as may be necessary to effectuate the intent of this proxy. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementStockholder with respect to his Company Shares.

Grant of Irrevocable Proxy. The Shareholder hereby irrevocably appoints Parent and constitutes GMCAC or any designee of Parent, and each of them individually, as Shareholder's proxy and attorney-in-factGMCAC, with full power of substitution substitution, the lawful agent, attorney and resubstitution, proxy of the Shareholder during the term of this Agreement to vote in its sole discretion all of the shares of Common Stock of GMC ("Common Stock") of which the Shareholder is the owner of record (the "Shares") (including any and all Common Stock acquired by the Shareholder after the date hereof or act by written consent with respect through the Subject Shares (xexercise or acceleration of options) in favor the following manner for the following purposes: (i) to call one or more meetings of the approval Shareholder of GMC in accordance with the terms By-Laws of GMC and applicable law for the Merger Agreement, purpose of considering the Merger and the other transactions contemplated by the Merger Agreement (such that the Shareholder 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 Shareholders meetings of GMC held to consider the Merger Agreement (iwhether annual or special and whether or not an adjourned meeting; (iii) against any Acquisition Proposalother proposal for any recapitalization, merger, sale of assets or other business combination between GMC and any other person or entity other than GMCAC or the taking of any action which would result in any of the conditions to GMCAC'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 GMCAC to consummate the transactions contemplated by the Merger Agreement; providedAgreement and, howeverin connection with such purposes, that nothing in this to otherwise Act with respect to the Shares which the Shareholder is entitled to vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF GMCAC IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. 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 revoke all other instruments as may be necessary to effectuate the intent of this proxy. (a) The proxy and power of attorney proxies granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during respect to the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementShares.

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. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder Shareholders is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such ShareholderShareholders. The power of attorney granted by Shareholder the Shareholders herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the ShareholderShareholders. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Irrevocable Proxy. Shareholder The Stockholder hereby irrevocably constitutes and appoints Parent the Company and R. Xxxxxx Xxxxxxxxx, Chairman of the Board of the Company, and Xxxxxxx X. Xxxxxxx III, President and Chief Executive Officer of the Company, in their respective capacities as officers of the Company, and any designee individual, who shall hereafter succeed to the office of ParentChairman of the Board or President and Chief Executive Officer, respectively, of the Company, and each of them individually, as Shareholder's its true and lawful proxy and attorney-in-fact, with full power of substitution substitution, for and resubstitutionin the name, place and stead of the Stockholder, to vote or act by written consent with respect call and attend any and all meetings of IHK's stockholders, including IHK's Shareholders' Meeting, at which the Subject Shares (x) in favor issuance of the approval of the terms Stock Consideration by IHK upon consummation of the Merger Agreementis to be considered and voted upon by IHK's stockholders, and any adjournments thereof, to execute any and all written consents of stockholders of IHK and to vote all of the Merger Shares and the any and all shares of any other transactions contemplated class of capital stock of IHK presently or at any future time owned beneficially or of record by the Merger Agreement Stockholders, including any and all securities having voting rights issued or issuable in respect thereof, which the Stockholder is entitled to vote other than as set forth on Exhibit B hereto (and any actions required in furtherance thereofall of the foregoing being collectively referred to as the "Subject Stock"), (y) against and to represent and otherwise act as the Stockholder could act, in the same manner and with the same effect as if the Stockholder were personally present, at any actionsuch annual, proposal, transaction special or agreement that would result in a breach in any respect other meeting of any covenant, representation or warranty or any other obligation or agreement the stockholders of the Company contained in (including the Merger Agreement or of the Shareholder contained in this AgreementIHK's Shareholders' Meeting), and at any adjournment thereof (z) except with the a "Meeting"), or pursuant to any written consent in lieu of Parent, against the following actions meeting 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 Agreementotherwise; provided, however, that nothing any such vote or consent in this Agreement lieu thereof or any other action so taken shall limit or affect Shareholder from acting be solely for the purposes of voting in favor of issuance of the Stock Consideration upon consummation of the Merger and any transactions contemplated thereby. Such attorneys and proxies are hereby authorized to vote the Subject Stock in accordance with his fiduciary duties as an officer or director the terms 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 proxyProxy contemplated hereby. (a) The proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

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) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote the Stockholder voted against such amendment. (Ab) any change The Stockholder understands and acknowledges that McKesson is entering into the Merger Agreement in reliance upon the persons who constitute Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the board of directors irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by McKesson of the Company as such board is constituted as of the date of this Merger 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 the Stockholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with The Stockholder hereby further affirms that 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. (a) The irrevocable proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholdermay not be revoked. The power Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the provisions of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity Section 212 of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementDGCL.

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) is approved by AmeriSource's Board of Directors notwithstanding the fact that in such vote the Stockholder's nominees on AmeriSource's Board of Directors voted against such amendment. (Ab) any change The Stockholder understands and acknowledges that McKesson is entering into the Merger Agreement in reliance upon the persons who constitute Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the board of directors irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by McKesson of the Company as such board is constituted as of Merger Agreement and the date of this Registration Rights 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 the Stockholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with The Stockholder hereby further affirms that 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. (a) The irrevocable proxy and power of attorney granted pursuant to Section 1.2(a) by the Shareholder is executed in accordance with Section 607.0722 of Florida Law and shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholdermay not be revoked. The power Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the provisions of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity Section 212 of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementDGCL.