EXHIBIT 3
Bulldog Investors
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▇▇▇▇▇▇ ▇▇▇▇▇
October 19, 2007
▇▇▇▇▇▇ Bay Fund L.P.
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Gentlemen:
As consideration for the purchase by ▇▇▇▇▇▇ Bay Fund LP from Bulldog Investors
and its affiliates (together, the "SELLER") of 1,381,770 shares (the "SHARES")
of common stock of Paramount Acquisition Corp. (the "COMPANY") on the date
hereof (the "PURCHASE") at a purchase price of $6 per share, Seller hereby
agrees as follows:
1. Seller hereby represents and warrants that:
i) Seller was the holder of record of the Shares on October 1, 2007 and
▇▇▇▇▇▇ currently possesses all voting and other rights associated with the
Shares; OR
ii) Seller was not the holder of record of the Shares on October 1, 2007,
however, Seller has acquired, and currently possesses, the right to vote
the Shares on all matters to be voted upon by the Company's stockholders
(the "PROPOSALS") at the special meeting scheduled to be held on October
22, 2007, or any postponements or adjournments thereof, the "MEETING").
2. Seller hereby agree to vote all of the Shares "FOR" each of the Proposals at
the Meeting, or any postponement or adjournment thereof, or as otherwise
directed by you in writing and not to exercise any conversion rights with
respect to the Shares. Seller further agrees that prior to the closing of the
transaction between the Company and Chem Rx, Seller shall not, and shall not
permit any of its affiliates to purchase, either directly or indirectly, any
shares of common stock of the Company, become the beneficial owner of any shares
of common stock of the Company or otherwise acquire any rights, including but
not limited to the right to vote, in respect of any shares of common stock of
the Company.
4. Seller further agrees that should Seller fail to perform any of its
obligations pursuant to this letter agreement or should it be determined that
neither of the representations and warranties above are true and accurate as of
the date hereof (any of the foregoing, a "BREACH"), then Seller shall be
obligated to repurchase the Shares, on the same terms and conditions as the
Purchase, on the next business day following such Breach.
5. Seller agrees that irreparable damage would occur in the event that any of
the provisions of this letter agreement were not performed in accordance with
its specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shaft be entitled to an injunction or injunctions to prevent
breaches of this letter agreement and to enforce specifically the terms and
provisions of this letter agreement.
6. Seller agrees that it shall, at its own expense, take such further actions
and execute such further forms and agreements as requested by you from time to
time in order to effect the foregoing including, but not limited to, any forms
and agreements providing for the transfer to ▇▇▇▇▇▇ Bay Fund LLP of the Seller's
right to vote the Shares at the Meeting.
7. This letter agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to principles of conflicts of
laws.
Sincerely,
BULLDOG INVESTORS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Principal
Acknowledged and agreed to by:
▇▇▇▇▇▇ BAY FUND LP
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇