EXHIBIT 9.1 VOTING TRUST ------------ VOTING TRUST AGREEMENT, dated as of , 1998, by and among Counsel Corporation, an Ontario corporation (the "Canadian Seller"), Counsel Healthcare Assets, Inc., a Delaware corporation ("CHA", and together with the...Voting Trust Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
RECITALSStock Purchase Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
EXHIBIT 9.2 Bergen Brunswig Corporation 4000 Metropolitan Drive Orange, CA 92868 Re: Irrevocable Proxy for PharMerica Shares Gentlemen: We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"),...Irrevocable Proxy • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"), by and among Bergen Brunswig Corporation, a New Jersey corporation ("BBC"), Stadtlander Drug Co., Inc., a Pennsylvania corporation ("Stadtlander"), Counsel Corporation, an Ontario corporation (the "Canadian Seller"), and Stadt Holdings, Inc., a Delaware corporation and an indirect subsidiary of the Canadian Seller (the "U.S. Seller" and, collectively with the Canadian Seller, the "Sellers"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.
EXHIBIT 10.1 ------------ BACK-UP OPTION AGREEMENT ------------------------ This Back-up Option Agreement (the "Agreement") is made as of the ___ day of ___________, 199 , -- BY AND AMONG: COUNSEL CORPORATION, an Ontario corporation, with an address...Back-Up Option Agreement • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
