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