Exhibit 10.8


 


EXECUTION COPY


 


UNIT
PURCHASE AGREEMENT


 


UNIT PURCHASE AGREEMENT
(this “Agreement”), dated as of October 1, 2007, by and between
Benny Salerno (the “Seller”) and B.J.K. Inc., a New York corporation
doing business as Chem Rx (the “Purchaser”). Reference is hereby made to
that certain operating agreement of ChemRx/Salerno’s, LLC, a Pennsylvania
limited liability company (the “Company”), dated January 17, 2007,
by and among the Purchaser and the Seller (the “Operating Agreement”). All
capitalized terms not otherwise defined herein shall have the meanings set
forth in the Operating Agreement.


 


WHEREAS, the Seller is
the beneficial and record owner of 882.352 Units representing an 8.82352
Percentage Interest of the Company and Seller’s entire Interest in the Company;
and


 


WHEREAS, the Seller
desires to sell to the Purchaser, and the Purchaser is willing to purchase from
the Seller, the Seller’s entire right, title and interest in and to such
882.352 Units and any other securities of the Company as to which Seller has
any beneficial interest (collectively, the “Seller’s Interest”), in
accordance with the terms and conditions set forth herein; and


 


NOW, THEREFORE, in
consideration of the representations, warranties and agreements contained
herein and for other good and valuable consideration, the receipt and legal
adequacy of which is hereby acknowledged, the parties agree as follows:


 


1.                                      Agreement
to Purchase.


 


(a)                                  The
Purchaser hereby agrees to purchase from the Seller, and the Seller hereby
agrees to sell to the Purchaser, the Seller’s Interest pursuant to the
conditions set forth herein. The purchase price of the Units being sold to the
Purchaser hereunder is $300,000.00 in the aggregate (the “Purchase Price”).
The closing under this Agreement shall occur simultaneously with or following
the satisfaction of all conditions and taking of all other actions set forth in
Section 4 of this Agreement (or, to the extent permitted by Law, waived by
the parties hereto entitled to the benefits thereof) and upon delivery by
facsimile of executed signature pages of this Agreement and all other
documents, instruments and writings required to be delivered pursuant to this
Agreement to the offices of Troutman Sanders LLP, The Chrysler Building, 405
Lexington Avenue, New York, NY 10174 (the “Closing”) on the date of the
satisfaction of the condition set forth in Section 4(b)(v) below, or
on such other date, and at such other time or place, as the parties may mutually
agree in writing. The date on which the Closing is actually held is referred to
herein as the “Closing Date.”


 


(b)                                 At
the Closing, the Seller shall deliver to the Purchaser either (a) a Unit
certificate endorsed in blank or (b) a duly executed assignment separate
from such certificate, in either case evidencing the transfer of the Units,
dated the date hereof, in such form satisfactory to the Purchaser as shall
be effective to vest in the Purchaser good and valid title to the Units, free
and clear of any claims, rights of third parties, judgments, options, calls,
contracts, commitments, demands, security interests, liens, charges or
encumbrances whatsoever, except restrictions imposed on the Units by federal
and/or state securities laws (the foregoing restrictions being herein referred
to as the “Restrictions”). The Seller shall at any time, and from time
to time, after the Closing Date, execute, acknowledge and deliver all further
assignments, transfers and 


 

















 


any other such instruments of conveyance, upon the
reasonable request of the Purchaser, to confirm the sale of the Units
hereunder.


 


(c)                                  At
the Closing, the Purchaser shall deliver the Purchase Price by wire transfer of
immediately available funds to an account designated in writing by the Seller
at least two business days prior to the Closing Date.


 


2.                                      Representation,
Warranty and Covenant of the Purchaser. The Purchaser represents and
warrants to the Seller, and covenants for the benefit of the Seller, as
follows:


 


(a)                                  This
Agreement constitutes a valid and legally binding agreement and obligation of
the Purchaser enforceable against the Purchaser in accordance with its terms,
subject to limitations on enforcement by general principles of equity and by
bankruptcy or other laws affecting the enforcement of creditors’ rights
generally, and the Purchaser has full power and authority to execute and
deliver this Agreement and any other agreements and documents contemplated
hereby and to perform its obligations hereunder and thereunder; and


 


(b)                                 In
accordance with that certain escrow agreement (the “Escrow Agreement”),
dated as of January 17, 2007, by and among the Company, Purchaser, Salerno’s
Pharmacy, LLC (“Salerno’s”), Seller and Troutman Sanders LLP (“Escrow
Agent”), the Purchaser shall (i) jointly (with Salerno’s and Seller)
sign and deliver to the Escrow Agent a Termination Date Certificate (as such
term is defined in the Escrow Agreement) setting forth October 15, 2007 or
the Closing Date, whichever shall first occur, as the revised Termination Date
(as such term is defined in the Escrow Agreement) and (ii) on or prior to
the revised Termination Date described in (i) of this Section 2(b),
jointly (with Salerno’s and Seller) sign and deliver Termination Date
Instructions (as such term is defined in the Escrow Agreement) to the Escrow
Agent to deliver the balance of the Escrow Fund (as such term is defined in the
Escrow Agreement) to Salerno’s, as provided in such written instructions, and,
as part of such Termination Date Instructions, the Purchaser shall waive
its right to deliver a Buyer Objection Notice (as such term is defined in the
Escrow Agreement) pursuant to Section 4(c) of the Escrow Agreement.


 


3.                                      Representations,
Warranties and Covenants of the Seller. The Seller represents and warrants
to the Purchaser, and covenants for the benefit of the Purchaser, as follows:


 


(a)                                  This
Agreement constitutes a valid and legally binding agreement and obligation of
the Seller enforceable against the Seller in accordance with its terms, subject
to limitations on enforcement by general principles of equity and by bankruptcy
or other laws affecting the enforcement of creditors’ rights generally, and the
Seller has full power and authority to execute and deliver this Agreement and
any other agreements and documents contemplated hereby and to perform his
obligations hereunder and thereunder;


 


(b)                                 No
authorization, approval, filing with, waiver or consent of any party is
required for the sale of the Units to the Purchaser pursuant to this Agreement;


 


(c)                                  The
Seller acknowledges that he may have obtained and may have had access
to information, knowledge and data of a secret or confidential nature
concerning the 


 


2

















 


business and financial affairs, financial forecasts,
future capital expenditures, business strategy, clients, transactions and other
proprietary information of the Company (“Confidential  Information”).
The Seller acknowledges and agrees that all Confidential Information is,
directly or indirectly, the property of the Company and that the Seller will
not, without the prior written consent of the Company, disclose to any
unauthorized person, or use for his own account, any Confidential Information
except (i) to the extent necessary to comply with applicable legal process
(in which event the Seller will provide the Company with prompt notice of any
request for such disclosure so that the Company may seek an appropriate
protective order) and (ii) to the extent such information becomes
generally known to and available for use by the public other than as a result
of the Seller’s acts or omissions to act;


 


(d)                                 The
Seller has had an opportunity to discuss the Company’s business, management and
financial affairs with directors, officers and management of the Company. The
Seller has also had the opportunity to ask questions of, and receive answers
from, the Company and its management regarding the terms of this transaction. The
Seller believes that he has received all the information he considers necessary
or appropriate in deciding whether to sell the Units, including the Confidential
Information;


 


(e)                                  The
Seller acknowledges that he (i) is a sophisticated investor with
significant prior investment experience, including investment in unregistered
securities, (ii) has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits, suitability and
risks of entering into this Agreement and the transactions contemplated hereby,
generally and in light of the Confidential Information he possesses, (iii) is
able to bear the risks attendant to the transactions contemplated hereby, and (iv) is
dealing with the Purchaser on a professional arms’-length basis;


 


(f)                                    The
Seller acknowledges that (i) he has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with his own
legal counsel and advisors and has consulted such advisors with respect to this
Agreement and the transactions contemplated hereunder, (ii) he has not
engaged or employed any broker or finder in connection with the transactions
referred to herein, and (iii) the sale of the Units has been privately
negotiated by the Seller and the Purchaser;


 


(g)                                 Except
for any statements or representations of the Purchaser made in this Agreement,
the Seller acknowledges that (i) neither the Purchaser nor any person
affiliated with the Purchaser or the Company has made any representations or
warranties, express or implied, regarding any aspect of the transaction, and (ii) the
Seller is not relying on, and hereby waives any claims arising from, any
representations or warranties excluded from this Agreement. The Seller
expressly releases the Purchaser from any and all liabilities arising from the
failure by the Purchaser to disclose to the Seller any non-public information
with respect to the Company or the Units that may be in possession of the
Purchaser and agrees not to make any claim against the Purchaser in respect of
the transaction relating to any failure to disclose such non-public
information;


 


(h)                                 The
Seller is the legal, beneficial and registered owner of the Units, free and
clear of any claims, rights of third parties, judgments, options, calls,
contracts, commitments, demands, security interests, liens, charges or
encumbrances, except the Restrictions. Upon 


 


3

















 


payment of the Purchase Price, the Purchaser will
acquire all right, title and interest in the Units, free and clear of all
claims, rights of third parties, judgments, options, calls, contracts,
commitments, demands, security interests, liens, charges or encumbrances,
except the Restrictions; and


 


(i)                                     The
Seller shall, and shall cause Salerno’s to, execute the Termination Date
Certificate and Termination Date Instructions described in Section 2(b) of
this Agreement.


 


4.                                      Conditions
Precedent to the Closing.


 


(a)                                  Conditions
Precedent to the Obligations of the Seller to Sell the Units. The
obligation hereunder of the Seller to sell the Units to the Purchaser is
subject to the satisfaction or waiver, on or before the Closing, of each of the
conditions set forth below. These conditions are for the Seller’s sole benefit
and may be waived by the Seller at any time in its sole discretion:


 


(i)            This Agreement shall have been executed by the
Purchaser and delivered to the Seller;


 


(ii)           The representations and warranties of the Purchaser shall be true and
correct in all material respects as of the date when made and as of the
Closing;


 


(iii)          No statute, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement;


 


(iv)          The Escrow Fund (as defined in the Escrow Agreement) has been delivered
to Salerno’s in accordance with Section 2(b) of this Agreement; and


 


(v)           The Purchase Price for the Units has been delivered to the Seller.


 


(b)                                 Conditions
Precedent to the Obligation of the Purchaser to Purchase the Units. The
obligation hereunder of the Purchaser to purchase the Units is subject to the
satisfaction or waiver, at or before the Closing, of each of the conditions set
forth below. These conditions are for the Purchaser’s sole benefit and may be
waived by the Purchaser at any time in its sole discretion:


 


4

















 


(i)            This Agreement shall have been executed by the
Seller and delivered to the Purchaser;


 


(ii)           The representations and warranties of the Seller shall be true and
correct in all material respects as of the date when made and as of the
Closing;


 


(iii)          No statute, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement;


 


(iv)          The Seller shall have delivered to the Purchaser the items set forth in
Section 1(b) of this Agreement; and


 


(v)           The transactions contemplated by that certain stock purchase agreement,
dated as of June 1, 2007, among Paramount Acquisition Corp., B.J.K. Inc.
and the stockholders of B.J.K. Inc. shall have closed.


 


(c)                                  Failure to Meet Condition Precedent.
If the condition precedent set forth in Section 4(b)(v) above has not
been met on or before October 1, 2008, this Agreement shall be null and
void and of no further force or effect.


 


5.                                      Indemnification.


 


(a)                                  The
Seller shall indemnify and hold harmless the Purchaser against any and all
losses, claims, damages, liabilities and expenses incurred by the Purchaser in
connection with defending or investigating any claims or liabilities, whether
or not resulting in any liability to the Purchaser, to which the Purchaser may become
subject, insofar as such losses, claims, demands, liabilities and expenses
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact made by the Seller, (ii) any omission or
alleged omission of a material fact with respect to the Seller or (iii) any
breach of any representation, warranty or agreement made by the Seller in this
Agreement.


 


(b)                                 The
Purchaser shall indemnify and hold harmless the Seller against any and all
losses, claims, damages, liabilities and expenses incurred by the Seller in
connection with defending or investigating any claims or liabilities, whether
or not resulting in any liability to the Seller, to which the Seller may become
subject, insofar as such losses, claims, demands, liabilities and expenses
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact made by the Purchaser, (ii) any omission or
alleged omission of a material fact with respect to the Purchaser or (iii) any
breach of any representation, warranty or agreement made by the Purchaser in
this Agreement.


 


5

















 


(c)                                  All
representations, warranties, covenants and agreements of the parties contained
in this Agreement shall survive and continue in full force and effect
indefinitely unless otherwise indicated herein.


 


6.                                      Expenses.
Each of the parties shall pay his or its own expenses incident to this
Agreement and the performance of his or its obligations hereunder.


 


7.                                      Governing
Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
PENNSYLVANIA WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF
LAWS.


 


8.                                      Notices.
All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, registered first class mail,
overnight courier or telecopier, initially to the address set forth below, and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section:


 


	
   

  	
  if to the Seller:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Mr. Benny
  Salerno

  	
   

  	
   

  
	
   

  	
  110
  Cherry Valley Point

  	
   

  	
   

  
	
   

  	
  Stroudsburg,
  Pennsylvania 18360

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With
  a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  King,
  Spry, Herman, Freund & Faul

  	
   

  	
   

  
	
   

  	
  One
  West Broad Street, Suite 700

  	
   

  	
   

  
	
   

  	
  Bethlehem,
  Pennsylvania 18018

  	
   

  	
   

  
	
   

  	
  Attn:

  	
  Terence
  L. Faul, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  if to the Purchaser:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.J.K. Inc. d/b/a Chem
  Rx

  	
   

  	
   

  
	
   

  	
  750 Park Place

  	
   

  	
   

  
	
   

  	
  Long Beach, NY 11561

  	
   

  	
   

  
	
   

  	
  Attn: Jerry Silva

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Troutman Sanders LLP

  	
   

  	
   

  
	
   

  	
  405 Lexington Avenue

  	
   

  	
   

  
	
   

  	
  New York, NY 10174

  	
   

  	
   

  
	
   

  	
  Attn:

  	
  Richard P. Ackerman, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
  Michael Grandis, Esq.

  	
   

  	
   

  
						



 


6

















 


All such notices and
communications shall be deemed to have been duly given when delivered by hand,
if personally delivered; three (3) business days after being deposited in
the mail, postage prepaid, if mailed; the next business day after being
deposited with a nationally recognized, overnight courier service; and when
receipt is acknowledged, if telecopied.


 


9.                                      Severability.
If any one or more of the provisions of this Agreement shall be determined to
be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions of this Agreement shall not in any way
be impaired.


 


10.                               Benefits
and Burdens. This Agreement is binding upon, and inures to the benefit of,
the parties hereto and their respective estates, executors, administrators,
legatees, heirs, personal and legal representatives, successors and permitted
assigns.


 


11.                               Change;
Waiver. No change or modification of this Agreement shall be valid unless
the same is in writing and signed by the parties. No waiver of any provision of
this Agreement shall be valid unless in writing and signed by the party waiving
his rights. The failure of either party at any time to insist upon, or any
delay by either party at any time to insist upon, strict performance of any
condition, promise, agreement or understanding set forth herein shall not be
construed as a waiver or relinquishment of the right to insist upon strict
performance of the same condition, promise, agreement or understanding at a
future time.


 


12.                               Dispute Resolution. Any party shall have the right to submit
any Arbitrable Controversy (hereafter defined) to arbitration, and any such Arbitrable
Controversy shall be settled by arbitration, in the State of New York in
accordance with the Rules of the American Arbitration Association by 3
arbitrators selected from the panels of arbitrators of the American Arbitration
Association. The parties consent to the jurisdiction of the Supreme Court of
the State of New York and agree that judgment upon any award rendered by the
arbitrators may be entered in the Supreme Court of the State of New York
or any other court having jurisdiction thereof. “Arbitrable Controversy” means
any controversy or claim not involving more than $1,000,000 in the aggregate or
any remedy other than monetary damages arising out of or relating to this
Agreement or the breach thereof, which, at the time of service of the notice of
intention to arbitrate or the demand for arbitration, is not involved in an
action pending in any Federal, state or local court.


 


13.                               Entire
Agreement. This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter hereof and
supersedes all prior or contemporaneous oral or written proposals or agreements
relating thereto, all of which are merged herein.


 


14.                               Counterparts.
This Agreement may be executed by facsimile signature and in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


7