July 25, 2005
EarlyBirdCapital, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Paramount Acquisition Corp.
Gentlemen:
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.
The undersigned agrees that this letter agreement constitutes an
irrevocable order for EBC or an independent broker/dealer designated by EBC (in
either case, the "Broker") to purchase for the undersigned's account within the
three month period commencing on the date separate trading of the Warrants
commences ("Separation Date") up to _______ Warrants at market prices not to
exceed $0.70 per Warrant ("Maximum Warrant Purchase"). The Broker agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, during the three month period commencing on the Separation Date
(such period is hereinafter referred to as the "Purchase Period"). EBC further
agrees that it will not charge the undersigned any fees and/or commissions with
respect to such purchase obligation.
This letter is one of several similar letters (the "Other Letters")
with _________, ________, _______, ________, _________ and _________
(collectively, the "Other Founders") obligating the Other Founders to similarly
purchase Warrants. The Broker agrees that at any time it purchases Warrants
under this letter or under any of the Other Letters, it will use reasonable
commercial efforts to purchase Warrants for the account of the undersigned and
the Other Founders, pro rata, on the basis of the Maximum Warrant Purchase set
forth herein and in each of the Other Letters.
The Broker will promptly notify the undersigned of any purchase of
Warrants hereunder and under the Other Letters so that the undersigned can
comply with applicable reporting requirements on a timely basis.
The undersigned agrees that he shall not sell or transfer the Warrants
until after the consummation of a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business and
acknowledges that, at the option of EBC, the certificates for such Warrants
shall contain a legend indicating such restriction on transferability.
Very truly yours,
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ACKNOWLEDGED AND AGREED:
EarlyBirdCapital Inc.
By:
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[Independent Broker]
By:
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