REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the ____ day of _______, 2005, by and among Paramount Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned parties...Registration Rights Agreement • August 3rd, 2005 • Paramount Acquisition Corp • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between Paramount Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement...Investment Management Trust Agreement • August 3rd, 2005 • Paramount Acquisition Corp • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among PARAMOUNT ACQUISITION CORP., a Delaware corporation ("Company"), LINDSAY A. ROSENWALD, LINDSAY A. ROSENWALD 2000 FAMILY TRUSTS, J. JAY LOBELL, I....Stock Escrow Agreement • August 3rd, 2005 • Paramount Acquisition Corp • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • August 3rd, 2005 • Paramount Acquisition Corp • New York
EXHIBIT G TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 26, 2007 among CHEM RX CORPORATION, EACH OF THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as...Pledge and Security Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2007 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Canadian Imperial Bank of Commerce, New York Agency, as Collateral Agent for the Secured Parties (as herein defined) (in such capacity as Collateral Agent, the “Collateral Agent”).
BETWEENUnderwriting Agreement • October 17th, 2005 • Paramount Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT Agreement made as of _____________, 2005 between Paramount Acquisition Corp., a Delaware corporation, with offices at 787 7th Avenue, New York, New York 10019 ("Company"), and Continental Stock Transfer & Trust Company, a New York...Warrant Agreement • October 17th, 2005 • Paramount Acquisition Corp • Blank checks • New York
CHEM RX CORPORATION SUBORDINATED NOTEParamount Acquisition Corp • November 1st, 2007 • Blank checks • New York
FOR VALUE RECEIVED, Chem Rx Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of Jerry Silva, as Life Tenant, and Steven Silva, as Remainderman (the “Payee”), or its successors or assigns, on April 30, 2015 (the “Maturity Date”), the principal sum of $3,500,964.73, or such greater or lesser amount as may be from time to time outstanding from the Payee to the Borrower, together with interest thereon at the rate set forth below.
PARAMOUNT ACQUISITION CORP. 787 7th Avenue New York, NY 10019A Stock Purchase Agreement • June 21st, 2007 • Paramount Acquisition Corp • Blank checks • New York
Paramount Acquisition Corp., a Delaware corporation ("Paramount"), and B.J.K. Inc., a New York corporation d/b/a Chem Rx ("Chem Rx"), are parties to a Stock Purchase Agreement, dated as of June 1, 2007 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Paramount will acquire 100% of the Capital Stock of Chem Rx and Chem Rx New Jersey, LLC ("ChemRx NJ"). This Employment Letter sets forth the terms and conditions of your employment with Paramount and its subsidiaries and affiliates from time to time, including, without limitation, Chem Rx and ChemRx NJ (collectively, the "Group").
PARAMOUNT ACQUISITION CORP. New York, NY 10019Employment Agreement • June 4th, 2007 • Paramount Acquisition Corp • Blank checks • New York
Paramount Acquisition Corp., a Delaware corporation (“Paramount”), and B.J.K., Inc., a New York corporation d/b/a ChemRx (“ChemRx”), are parties to a Stock Purchase Agreement, of even date herewith (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Paramount will acquire 100% of the Capital Stock of ChemRx and ChemRx New Jersey, LLC (“ChemRx NJ”). This Employment Letter sets forth the terms and conditions of your employment with Paramount and its subsidiaries and affiliates from time to time, including, without limitation, ChemRx and ChemRx NJ (collectively, the “Group”).
GUARANTY OF LEASEGuaranty of Lease • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This Guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against the Guarantor, its successors and assigns, without the necessity for any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant, its
Managed Healthcare Associates, Inc. MHA 2000 Member AgreementMembership Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks
This Agreement is entered into this 5th day of July, 1995 between Managed Healthcare Associates, Inc. of Florham Park, NJ and BJK/Chem RX (herein referred to as the MHA 2000 “Provider”) with offices at, 3700 Oceanside, RD, Oceanside, NY
ContractVoting Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
VOTING AGREEMENT, dated as of October 26, 2007 (this “Agreement”), among the persons listed under the caption “Chem Rx Group” on the signature page hereto (the “Chem Rx Group”), the persons listed under the caption “Paramount Group” on the signature page hereto (the “Paramount Group”), and Paramount Acquisition Corp., a Delaware corporation (“Paramount”).
ContractStock Purchase Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 26, 2007, 2007 (this “Agreement”) among Paramount Acquisition Corp., a Delaware corporation (“Paramount”) and the stockholders of B.J.K., Inc., a Delaware corporation doing business as ChemRx (the “Company”), listed on Exhibit A hereto (each a “Seller” and collectively, the “Sellers”).
Amendment to Prime Vendor AgreementPrime Vendor Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks
This is the first amendment (the “Amendment”) to the Prime Vendor Agreement (“Agreement”), dated May 1, 2007 (“Agreement Date”), among AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and BJK, Inc., d.b.a. Chem Rx, a New York corporation (“Customer”), Chem Rx New Jersey, LLC, A New Jersey corporation and ChemRx/Salerno’s, LLC, a Pennsylvania limited liability company (“Affiliates”). This Amendment is effective as of October 26, 2007 (“Effective Date”).
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.Stock Purchase Agreement • June 4th, 2007 • Paramount Acquisition Corp • Blank checks • New York
STOCK PURCHASE AGREEMENT, dated as of June 1, 2007 (this “Agreement”), among Paramount Acquisition Corp., a Delaware corporation (“Paramount”), B.J.K. Inc., a New York corporation doing business as ChemRx (the “Company”), and the stockholders of the Company listed on Exhibit A hereto (each a “Seller” and collectively, the “Sellers”)
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • Pennsylvania
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.
QuickLinks -- Click here to rapidly navigate through this documentLimited Liability Company Agreement • August 28th, 2006 • Paramount Acquisition Corp • Blank checks • Delaware
Amended and Restated Limited Liability Company Agreement, dated as of [ ], 200 (this "Agreement"), of Valeritas LLC, a Delaware limited liability company (the "Company"), among the Company, Valeritas, Inc. (formerly Paramount Acquisition Corp.), a Delaware corporation ("Paramount"), BTI Tech, Inc., a Delaware Company ("BTI") and BioValve Technologies, Inc., a Delaware corporation ("BioValve").
ContractTermination and Mutual Release • January 22nd, 2007 • Paramount Acquisition Corp • Blank checks • New York
TERMINATION AND MUTUAL RELEASE (this “Agreement”), dated as of January 21, 2007, among Paramount Acquisition Corp., a Delaware corporation (“Paramount”), BioValve Technologies Inc., a Delaware corporation (“BioValve”), BTI Tech, Inc. a Delaware corporation (“BTI”), and Valeritas LLC, a Delaware limited liability company (the “Company”).
SECOND AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”), is made as of the 26th day of October, 2007 between 750 PARK PLACE REALTY CO., LLC, with offices at 750 Park Place, Long Beach, New York 11561 (the “Landlord”), and B.J.K. INC., d/b/a Chem Rx, a with offices at 750 Park Place, Long Beach, New York 11561 (the “Tenant”).
July 25, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: Paramount Acquisition Corp. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Paramount Acquisition...Paramount Acquisition Corp • August 3rd, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Paramount Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
AGREEMENT AND PLAN OF MERGER by and among PARAMOUNT ACQUISITION CORP., PARAMOUNT MERGER SUB (NJ), INC., CHEMRX NEW JERSEY, LLC, B.J.K. INC. and THE MEMBERS OF CHEMRX NEW JERSEY, LLC dated as of June 15, 2007Agreement and Plan of Merger • June 21st, 2007 • Paramount Acquisition Corp • Blank checks • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2007 (this "Agreement"), by and among Paramount Acquisition Corp., a Delaware corporation ("Parent"), Paramount Merger Sub (NJ), Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), ChemRx New Jersey, LLC, a New Jersey limited liability company (the "Company"), B.J.K. Inc., a New York corporation ("Chem Rx"), Jerry Silva ("Jerry"), Steven Silva ("Steven") and Michael Segal ("Michael") (collectively Jerry, Steven and Michael, the "Members").
September 7, 2005 Paramount Acquisition Corp. 787 Seventh Avenue, 48th Floor New York, New York 10019 Re: Paramount Acquisition Corp. ("Company") --------------------------------------- Gentlemen: Each of the undersigned hereby waives his/its right to...Paramount Acquisition Corp • September 21st, 2005 • Blank checks
Each of the undersigned hereby waives his/its right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that he/it will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering).
MHA LONG TERM CARE NETWORK, INC. PARTICIPATING PROVIDER AGREEMENTParticipating Provider Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New Jersey
This Participating LTC Pharmacy Agreement (“Agreement”) is between MHA Long Term Care Network, Inc. (“Network”) a Delaware corporation located at 25A Vreeland Ave #203, Florham Park, New Jersey 07932 and the Long-Term Care Pharmacy (“LTC Pharmacy”) which has executed the signature page hereof.
OFParamount Acquisition Corp • August 3rd, 2005 • New York
Jerry Silva Steven Silva The Jody R. Silva Trust The Jerry Silva 2007 Annuity Trust Long Beach, New York 11561Stock Purchase Agreement • October 11th, 2007 • Paramount Acquisition Corp • Blank checks • New York
Reference is made to the Stock Purchase Agreement, dated as of June 1, 2007 (the “Stock Purchase Agreement”), among Paramount Acquisition Corp. (“Paramount”), B.J.K., Inc. (“Chem Rx”) and each of the undersigned (collectively, the “Sellers”). Capitalized terms used in this letter agreement (this “Letter Agreement”) but not otherwise defined shall have the meaning set forth in the Stock Purchase Agreement.
SECOND LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF OCTOBER 26, 2007 AMONG CHEM RX CORPORATION, CERTAIN SUBSIDIARIES OF CHEM RX CORPORATION, AS GUARANTORS, VARIOUS LENDERS, CIBC WORLD MARKETS CORP., AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER, AND...Credit and Guaranty Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 26, 2007, is entered into by and among CHEM RX CORPORATION (formerly Paramount Acquisition Corp.), a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. (“CIBC WM”), as Sole Lead Arranger and Sole Book Runner (in such respective capacities, “Lead Arranger” and “Book Runner”), and CANADIAN IMPERIAL BANK OF COMMERCE, New York Agency (“CIBC”), as Administrative Agent and Collateral Agent (in such respective capacities, “Administrative Agent” and “Collateral Agent”).
Paramount Acquisition Corp. 787 7th Avenue 48th Floor New York, NY 10019Paramount Acquisition Corp • August 28th, 2006 • Blank checks • New York
Paramount Acquisition Corp. (“Paramount”), BioValve Technologies, Inc. (“BioValve”) and Valeritas LLC (the “Company”) are parties to a Contribution Agreement, dated as of August 25, 2006 (the “Contribution Agreement”), pursuant to which Paramount and BioValve each agreed to contribute certain assets to the Company in exchange for membership interests in the Company. This Employment Letter sets forth the terms and conditions of your employment with the Company, Paramount and any of their subsidiaries or affiliates (together, the “Group”).
September 7, 2005 Paramount Acquisition Corp. 787 Seventh Avenue, 48th Floor New York, New York 10019 Re: Paramount Acquisition Corp. ("Company") --------------------------------------- Gentlemen: Each of the undersigned hereby waives his/its right to...Paramount Acquisition Corp • September 8th, 2005 • Blank checks
Each of the undersigned hereby waives his/its right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that he/it will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering).
Paramount BioCapital Asset Management, Inc. 787 7th Avenue 48th Floor New York, New York 10019 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial...Paramount Acquisition Corp • August 3rd, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Paramount Acquisition Corp. ("PAC") and continuing until the earlier of the consummation by PAC of a "Business Combination" or PAC's liquidation (as described in PAC's IPO prospectus) (the "Termination Date"), Paramount BioCapital Asset Management, Inc. shall make available to PAC certain office space, utilities and secretarial support as may be required by PAC from time to time, situated at 787 7th Avenue, 48th Floor, New York, New York 10019. In exchange therefor, PAC shall pay Paramount BioCapital Asset Management, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FIRST LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF OCTOBER 26, 2007 AMONG CHEM RX CORPORATION, CERTAIN SUBSIDIARIES OF CHEM RX CORPORATION, AS GUARANTORS, VARIOUS LENDERS, CIBC WORLD MARKETS CORP., AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER,Credit and Guaranty Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 26, 2007, is entered into by and among CHEM RX CORPORATION (formerly Paramount Acquisition Corp.), a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. (“CIBC WM”), as Sole Lead Arranger and Sole Book Runner (in such respective capacities, “Lead Arranger” and “Book Runner”), and CANADIAN IMPERIAL BANK OF COMMERCE, New York Agency (“CIBC”), as Administrative Agent and Collateral Agent (in such respective capacities, “Administrative Agent” and “Collateral Agent”).
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 4th, 2008 • Chem Rx Corp • Blank checks • New York
THIS FIRST AMENDMENT (this “Amendment”) TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) is dated as of March 28, 2008 and is entered into by and among CHEM RX CORPORATION, a Delaware corporation (the “Borrower’’), the Subsidiaries of the Borrowerlisted on the signature pages hereto (the “Guarantors”), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY (“CIBC”), as Collateral Agent (“Collateral Agent”), CIBC, as Administrative Agent (“Administrative Agent”), the Lenders from time to time party thereto, and CIBC WORLD MARKETS CORP., as Sole Lead Arranger and Sole Book Runner. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 14th, 2006 • Paramount Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated October 12, 2006, is to the Warrant Agreement, dated as of October 21, 2005 (the “Warrant Agreement”), by and between Paramount Acquisition Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 4th, 2008 • Chem Rx Corp • Blank checks • New York
THIS FIRST AMENDMENT (this “Amendment”) TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) is dated as of March 28, 2008 and is entered into by and among CHEM RX CORPORATION, a Delaware corporation (the “Borrower’’), the Subsidiaries of the Borrowerlisted on the signature pages hereto (the “Guarantors”), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY (“CIBC”), as Administrative Agent (“Administrative Agent”) and Collateral Agent, the Lenders from time to time party thereto and CIBC WORLD MARKETS CORP., as Sole Lead Arranger and Sole Book Runner. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
CONTRIBUTION AGREEMENT dated as of August 25, 2006 among Paramount Acquisition Corp., BioValve Technologies Inc., BTI Tech, Inc. and Valeritas LLCContribution Agreement • August 28th, 2006 • Paramount Acquisition Corp • Blank checks • New York
CONTRIBUTION AGREEMENT, dated as of August 25, 2006 (this "Agreement"), between Paramount Acquisition Corp., a Delaware corporation ("Paramount"), BioValve Technologies Inc., a Delaware corporation ("BioValve"), BTI Tech, Inc. a Delaware corporation ("BTI") and Valeritas LLC, a Delaware limited liability company (the "Company").
