THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN...
Exhibit
99.2
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SELLERS (AS DEFINED
BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED.
Put
Option Agreement, dated
as
of October 16, 2007 (this “Agreement”),
by
and between ▇▇▇▇▇ ▇▇▇▇▇, an individual, ▇▇▇▇▇▇ ▇▇▇▇▇, an individual, and ▇▇▇▇▇
▇▇▇▇▇, as life tenant, and ▇▇▇▇▇▇ ▇▇▇▇▇, as remainderman (collectively, and
jointly and severally, the “Sellers”)
and
NSP Holdings, LLC, a Delaware limited liability company (together with any
designated affiliate as provided in Section 12 below, the “Investor”).
Paramount
Acquisition Corp., a Delaware corporation (“Paramount”),
the
Sellers, and the other stockholders of B.J.K. Inc. d/b/a Chem Rx (“Chem
Rx”)
are
parties to a Stock Purchase Agreement, dated as of June 1, 2007 (as may be
amended from time to time, the “Stock
Purchase Agreement”),
pursuant to which Paramount will acquire all of the issued and outstanding
shares of capital stock of Chem Rx from the Sellers and the other stockholders
of Chem Rx on the terms and subject to the conditions set forth therein (the
“Transaction”).
The
consummation of the Transaction is subject to, among other things, (1) the
approval of the proposal approving the Transaction (the “Transaction
Proposal”)
set
forth in Paramount’s definitive proxy statement dated October 2, 2007 by the
affirmative vote of a majority of the shares of Paramount’s common stock issued
in its initial public offering (the “IPO”)
voting
on such proposal at the special meeting of the stockholders of Paramount
(including any postponement or adjournment thereof, the “Special
Meeting”);
and
(2) less than 20% of the shares of Paramount’s common stock issued in the IPO
voting against the Transaction Proposal and electing a cash conversion of their
shares.
The
Investor intends to acquire shares of Paramount’s common stock, par value $.0001
per share (the “Common
Stock”)
in
either open-market purchases or by means of individually negotiated transactions
and the Sellers wish to enter into this Agreement to provide the Investor with
the option to require the Sellers to purchase such shares of Common Stock from
the Investor on the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of $100.00 duly paid by or on behalf of Investor
to
the Sellers and in consideration of other good and valuable consideration,
the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
For
purposes of this Agreement, the following defined terms shall have the following
meanings:
“Acquired
Shares”
means
the number of shares of Common Stock that the Investor (i) acquires in either
open-market purchases or by means of individually negotiated transactions on
or
following the time that is at least twenty-four hours after the filing by
Paramount of a Current Report or Form 8-K disclosing this Agreement and prior
to
the time that the Special Meeting (or, if later, any adjournment or postponement
thereof) is called to order; and (ii) beneficially owns as the close of business
on the date of the Special Meeting. For the avoidance of doubt, (A) “Acquired
Shares” shall not include any shares of Common Stock that were acquired by the
Investor prior to the beginning of such period, and (B) any Acquired Shares
that
are subsequently Transferred by the Investor prior to the Exercise Date shall
cease to be Acquired Shares. For purposes hereof, any Common Stock Transferred
by the Investor shall be deemed to have been made out of non-Acquired Shares
until all non-Acquired Shares have been Transferred, and then out of Acquired
Shares.
1
“Affiliate”
means,
with respect to any Person, a Person who is an “affiliate” of such first Person
within the meaning of Rule 405 under the Securities Act.
“Business
Day”
means
any trading day on the exchange or quotation system on which the Common Stock
is
listed for trading or quotation other than any day on which such exchange or
quotation system is scheduled to close prior to its regular weekday closing
time.
“Commencement
Date”
means
the first Business Day following the date that is 270 days from the closing
date
of the Transaction.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Expiration
Date”
means
the first anniversary of the closing date of the Transaction, or if such day
is
not a Business Day, the first Business Day following such day.
“Economic
Hedge”
means
any hedging or similar transaction, including a short sale, designed to transfer
the economic risk of some or all of an investment in the Common Stock away
from
the Investor.
“Lien”
means
any lien, pledge, claim, charge, mortgage, security interest or other
encumbrance of any kind, whether arising by contract or by operation of
law.
“Person”
means
an individual, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, charitable or
not-for-profit institution or organization or other entity or any governmental
entity.
“Put
Price”
means
the aggregate amount payable by the Sellers pursuant to the exercise of the
Put
Option, calculated as the product of the Strike Price multiplied
by
the
number of Put Shares, subject to adjustment as set forth in Section 2(e)
hereof.
“Securities”
means
the Acquired Shares and the Put Option.
“Securities
Act”
means
the Securities Act of 1933, as amended.
“Settlement
Price”
means
the average per-share price at which the Investor sells the Put Shares subject
to the optional cash settlement provisions pursuant to Section 4 hereof (if
the
Sellers have exercised such optional cash settlement).
2
“Strike
Price”
means
a
price per share equal to the lesser of (i) $6.00 and (ii) the aggregate purchase
price paid by the Investor for the Acquired Shares (inclusive of all reasonable
fees and documented brokers’ fees, commissions or similar transaction costs)
divided
by
the
total number of Acquired Shares.
“Transfer”
shall
have the meaning given to such term in Section 8(b) hereof.
2. Put
Option.
(a) Grant
of Put Option.
Subject
to the terms and conditions of this Agreement, the Sellers hereby jointly and
severally grant to the Investor the right but not the obligation, at any time,
and from time to time, during the Exercise Period (as defined below) (the
“Put
Option”)
to
require the Sellers to purchase from the Investor any or all of the Acquired
Shares owned by the Investor on any applicable Exercise Date (the “Put
Shares”)
at a
price per Put Share equal to the Strike Price; provided
that the
number of Put Shares shall not exceed 3,000,000.
(b) Full
Exercise; Time Of Exercise.
The Put
Option may be exercised, in whole or in part, for any or all of the Put Shares
owned by the Investor on the Exercise Date. The Put Option may only be exercised
on a Business Day from and including the Commencement Date through and including
4 p.m. New York time on the Expiration Date (such period, the “Exercise
Period”).
(c) Procedure
for Exercise.
Investor must give irrevocable notice (which shall be written notice given
by
overnight delivery service, facsimile or by personal delivery in accordance
with
Section 13(a) hereof) during the Exercise Period to Sellers of its exercise
of
the Put Option and the number of Put Shares. If notice is given after 4 p.m.
New
York time on any day other than the last day of the Exercise Period, then such
notice shall be deemed given on the next Business Day during the Exercise
Period. The date such notice is given, or deemed given, is referred to as an
“Exercise
Date.”
(d) Conditions.
This
Agreement and the Put Option shall automatically terminate and become null
and
void if (i) the Investor does not utilize
its reasonable best efforts to acquire
at least 1,000,000Acquired
Shares for a price not to exceed $6 per share
on or
prior to the close of business on the first Business Day prior to the
Special
Meeting,
(ii) Paramount does not receive the requisite stockholder approval at the
Special Meeting (or any adjournment thereof) to consummate the Transaction,
(iii) Paramount does not consummate the Transaction, (iv) Investor does not
fulfill in all material respects its obligations set forth in Section 8 below
or
(v) Investor breaches in any material respect the representations and warranties
contained in Section 7 below.
(e) Adjustment
of Put and Strike Price. In
the
event of changes in the outstanding Common Stock of Paramount by reason of
stock
dividends, split-ups, recapitalizations, reclassifications, combinations or
exchanges of shares, separations, reorganizations, liquidations, mergers,
recapitalizations or other similar events, the Put Price and the Strike Price
shall be correspondingly adjusted to give the Investor, upon exercise of the
Put
Shares, the same aggregate payment as the Investor would have been entitled
to
had the Put Option been exercise immediately prior to such event. This Agreement
need not be changed or amended because of any adjustment in the number, class,
and kind of the Common Stock.
3
(f) Other
Purchase Option Agreements.
If
prior to the date of the Special Meeting, Sellers enter into with any other
person a purchase option, put option or other agreement that is substantially
similar to this Agreement, and that includes material economic terms that are
more favorable to that person than those set forth in Section 2 hereof, Sellers
shall within one business day after entering into such agreement disclose the
terms of such agreement to Investor, and shall promptly deliver to Investor
an
executed amendment to this Agreement, reasonably satisfactory to Investor in
form and substance, incorporating such material economic terms
herein.
(g) For
the
avoidance of doubt, and assuming by way of example only that the Strike Price
is
$5.75 and the Settlement Price is $4.75, the parties agree that (i) the maximum
aggregate purchase price the Sellers could be required to pay for the purchase
of all of the Put Shares at a Put Closing pursuant to Section 3 hereunder is
$17,250,000 (i.e., $5.75 times the maximum number of Put Shares of 3,000,000);
and (ii) the maximum aggregate payment the Sellers could be required to pay
in
the event the Sellers elect to pay the optional cash settlement pursuant to
Section 4 hereunder is $3,000,000 (i.e., the excess of $5.75 over $4.75 (or
$1.00) times the maximum number of Put Shares of 3,000,0000).
(h) Anything
to the contrary notwithstanding, if and to the extent the Sellers are in breach
of their obligations to pay the purchase price under Section 3 hereof or (as
applicable) the optional cash settlement payment under Section 4 hereof, the
Investor shall be entitled to sell Acquired Shares in market transactions (or,
if no trading market exists, in privately negotiated transactions) during such
period of breach and the Sellers shall be required to pay to the Investor the
amount, if any, by which the Strike Price exceeds the Settlement Price with
respect to such shares. The Sellers shall not be entitled to any payment or
credit in the event that the sale price exceeds the Strike Price.
3. Settlement.
The
closing of the sale and purchase of the Put Shares following the exercise of
the
Put Option shall take place no later than the second Business Day following
the
Exercise Date (the “Put
Closing”).
At
the closing of such transaction and upon payment of the Put Price, the Investor
shall, subject to Section 4 hereof, (x) if Paramount’s transfer agent, if any,
is participating in the Depository Trust Company’s (“DTC”)
Fast
Automated Securities Transfer Program, credit the aggregate number of Put Shares
to the Sellers’ or their designee’s balance accounts with DTC, if any, through
its Deposit/Withdrawal at Custodian system or (y) if Paramount’s transfer agent
is not participating in the DTC Fast Automated Securities Transfer Program
or if
the foregoing is not applicable, deliver to the Sellers or to one or more
assignees or substitute purchasers designated by the Sellers, at the principal
office of Paramount, certificates representing all the Put Shares free and
clear
of all Liens, which certificates shall have affixed thereto stock powers in
the
appropriate form for transfer. The Put Price for the Put Shares shall be payable
by the Sellers (jointly and severally) to the Investor in cash in U.S. dollars
by delivery to the Investor of the amount thereof by wire transfer of
immediately available funds to an account or accounts, designated in writing
by
the Investor prior to the Put Closing.
4
4. Optional
Cash Settlement.
Provided that the Common Stock is traded on the Nasdaq Capital Market, the
Nasdaq Global Market, or any registered national stock exchange, then at the
option of the Sellers (which option may be exercised by the Sellers by written
notice to the Investor at any time prior to the Put Closing), in lieu of the
Sellers paying the Put Price and accepting physical delivery of the Put Shares
from the Investor, as contemplated in Section 3 hereof, at the Put Closing
pursuant to Section 3 hereof, Sellers may in full satisfaction of their
obligations under Section 3 hereof, pay to the Investor an amount in cash equal
to the product of number of Put Shares multiplied by the greater of (i) the
excess of the Strike Price over the Settlement Price and (ii) zero. If the
Sellers exercise such option, the Investor may delay settlement for such period
of time as may be necessary to sell the Put Shares and establish the Settlement
Price.
5. Representations
and Covenants of Sellers.
Sellers
hereby jointly represent, warrant and covenant to the Investor, as
follows:
(a) Power;
Due Authorization; Binding Agreement.
Sellers
have full legal capacity, power and authority to execute and deliver this
Agreement, to perform their obligations hereunder, and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Sellers and constitutes a valid and binding agreement
of Sellers, enforceable against Sellers in accordance with its terms, except
that enforceability may be subject to the effect of (a) any applicable
bankruptcy, reorganization, receivership, conservatorship, insolvency,
moratorium or other similar laws affecting or relating to the enforcement of
creditors’ rights generally and to general principles of equity and (b) any laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, regardless of whether considered in a proceeding
in
law or equity.
(b) No
Conflicts.
The
execution and delivery of this Agreement by Sellers does not, and the
performance of the terms of this Agreement by Sellers will not, (a) require
Sellers to obtain the consent or approval of, or make any filing with or
notification to, any governmental or regulatory authority, domestic or foreign
(other than the Securities and Exchange Commission (the “SEC”)),
(b)
require the consent or approval of any other Person pursuant to any agreement,
obligation or instrument binding on Sellers or their properties and assets,
(c)
conflict with or violate any organizational document or law, rule, regulation,
order, judgment or decree applicable to Sellers or by which any property or
asset of Sellers is bound, or (d) violate any other agreement to which Sellers
are a party, including, without limitation, any voting agreement, stockholders
agreement, irrevocable proxy, voting trust, or the Stock Purchase
Agreement.
(c) Other
Purchase Option Agreements.
Contemporaneously with the execution of this Agreement, other investors are
executing agreements identical to this Agreement (other than references to
the
amounts of investments to be made by the other investors and the corresponding
put rights, and the names, addresses and contact information of the other
investors.)
5
6. Certain
Additional Covenants of Sellers.
(a) Security.
As
security for Sellers’ obligations to Investor under Sections 3 and 4 hereof, on
or prior to the date of the closing of the Transaction, the Sellers shall
establish, and, for so long as the Investor holds any Acquired Shares, the
Sellers shall maintain, with JPMorgan Chase Bank, National Association or such
other financial institution as is reasonably acceptable to the Investor, an
escrow account funded with cash in an amount no less than the then-applicable
Put Price (the “Escrow”).
On or
prior to the date hereof, Sellers have executed an irrevocable instruction
directing Paramount to pay, out of the purchase price payable to the Sellers
upon the consummation of the Transaction, $17,250,000 to such escrow account,
or, if less, such amount as shall be equal to the product of $6.00 times the
number of Acquired Shares. The Escrow shall be administered in accordance with
an escrow agreement among the Investor, the Sellers and the Escrow Agent,
substantially in the form of Exhibit
A
hereto.
Notwithstanding the foregoing, the Sellers shall be entitled at any time prior
to the Expiration Date to replace all or any portion of the funds held in the
Escrow with a letter of credit, drawn on Bank of America, or such other
financial institution as is reasonably acceptable to the Investor, with a face
amount no less than the then-applicable Put Price and in form and substance
reasonably satisfactory to the Investor.
(b) Further
Assurances.
Subject
to the terms and conditions set forth in this Agreement Sellers will use their
best efforts, as promptly as is practicable, to take or cause to be taken all
actions, and to do or cause to be done all other things, as are necessary,
proper or advisable and consistent with the terms and conditions of this
Agreement, to consummate and make effective the transactions contemplated by
this Agreement and to refrain from taking any actions that are contrary to,
inconsistent with or against, or would frustrate the essential purposes of,
the
transactions contemplated by this Agreement.
(c) Disclosure.
Sellers
will advise Paramount of the material terms and conditions of this Agreement
(and any similar agreements entered into with any other Person) within one
business day after the execution of this Agreement such that Paramount can
publicly disclose the terms hereof (if Paramount determines that such disclosure
is appropriate) on one or more Current Reports on From 8-K; provided,
however
that
Sellers shall request that the identity of Investor, its affiliates, and/or
their principals, officers, directors, shareholders, agents, attorneys,
consultants, and the like not be disclosed (unless Paramount determines that
such disclosure is required).
7. Representations
and Warranties of Investor.
Investor hereby represents and warrants to the Sellers as follows.
(a) Organization,
Good Standing And Qualification.
Investor is duly organized and validly existing under the laws of the state
or
other jurisdiction of its organization. Investor has all requisite power and
authority to execute and deliver this Agreement.
(b) Ownership
of Securities.
As of
the date of the Put Closing: (i) the Put Shares will be beneficially owned
by
the Investor and (ii) the Investor shall have voting power and dispositive
power
with respect to all of the Put Shares. On the date of the Put Closing, the
Investor shall transfer valid title to all of the Put Shares to Sellers free
from all Liens, and the Put Shares shall be freely transferable except for
restrictions on transfer pursuant to state and/or federal securities
laws.
6
(c) Authorization;
Binding Obligations; Governmental Consents.
All
actions on the part of Investor, its officers, directors and equity owners
necessary for the authorization of this Agreement and the performance of all
obligations of Investor hereunder have been taken prior to the date hereof.
This
Agreement is a valid and binding obligation of Investor, enforceable in
accordance with its terms, except as limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights generally; and (ii) general
principles of equity that restrict the availability of equitable remedies.
No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of Investor is required in connection with
the consummation of the transactions contemplated by this Agreement (other
than
Form 3 and/or Form 4 filings or other SEC filings).
(d) Investment
Purpose.
The
Investor is acquiring the Put Option and will acquire the Acquired Shares for
its own account and not with a view toward the public sale or distribution
thereof and has no intention of selling or distributing any of such Securities
or any arrangement or understanding with any other Person regarding the sale
or
distribution of such Securities except in accordance with the provisions of
the
terms of this Agreement. The Investor understands that the Put Option has not
been and is not being registered under the Securities Act or any applicable
state securities laws and may not be sold, pledged, transferred or otherwise
disposed of except to Affiliates of the Investor as permitted hereby. The
Investor will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any Securities except in accordance with the
provisions of this Agreement and pursuant to and in accordance with the
Securities Act.
(e) Accredited
Investor.
The
Investor is an “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7)
or (8) promulgated under the Securities Act.
(f) No
Economic ▇▇▇▇▇▇.
Between
Friday, October 12, 2007 and the date hereof, the Investor has not engaged,
directly or indirectly, in any Economic Hedge with respect to the Common
Stock.
8. Conditions
to exerciseability of the Put Option.
Investor agrees that the following shall be conditions to its ability to
exercise the Put Option granted hereunder:
(a) At
the
Special Meeting or any meeting of the stockholders of Paramount, however called,
or any postponement or adjournment thereof, or in connection with any
solicitation of votes of the stockholders of Paramount by written consent,
Investor shall have been present (in person or by proxy) and voted (or cause
to
be voted), or shall have executed a written consent in respect of, all of the
shares of Common Stock owned by it as of the date of such meeting that were
entitled to be voted by the Investor at such meeting or in connection with
such
solicitation in favor of (i) the approval or re-approval of the Transaction
and
the Stock Purchase Agreement, (ii) any other proposals where approval of such
proposal was a condition to the consummation of the Transaction, and (iii)
if
recommended by the Board of Directors of Paramount, to amend Paramount’s
certificate of incorporation to extend for a period of not more than 90 days
the
period of time in which Paramount is required to consummate a business
combination beyond October 27, 2007, and against any action or agreement that
would have prevented or materially delayed the consummation of the Transaction
or any other transactions contemplated by this Agreement or the Stock Purchase
Agreement, or that would have been contrary to or inconsistent with, or result
in a breach by the Sellers of, or would have frustrated the essential purposes
of this Agreement or the Stock Purchase Agreement. The Investor shall
have
used
its
reasonable best efforts, and the Sellers shall have requested that Paramount
use
its reasonable best efforts, to obtain
due
authorization from any Person from whom the Investor acquired the Acquired
Shares (the “Record
Date Seller”)
for
the Investor to vote such shares at the Special Meeting, or, in the alternative,
shall have obtained a proxy card or other evidence from the Record Date Seller
that the shares owned by the Record Date Seller have been voted in favor of
the
Transaction Proposal and the Stock Purchase Agreement and all other proposals
submitted by Paramount for vote of its stockholders relating to the Transaction,
and the Investor shall not have consented to the revocation or rescission of
such authorization, proxies or votes by the Record Date Seller.
7
(b) Prior
to
the date that is 45 days following the date of this Agreement, Investor shall
not, directly or indirectly, have sold, transferred, pledged, assigned or
otherwise disposed, including by means of an Economic Hedge (a “Transfer”),
of
any of the Acquired Shares; provided
that
neither a “Transfer” nor an Economic Hedge shall be deemed to include pledges of
the Acquired Shares to its prime brokers to secure its obligations under prime
brokerage agreements or rehypothecations of Acquired Shares permitted under
the
terms of such prime brokerage agreements or an investor substitution as
described in Section 12 herein; provided
that
nothing shall prohibit the Investor’s prime broker from lending such pledged or
rehypothecated Acquired Shares to third parties; and
provided further that,
anything to the contrary notwithstanding, no such pledges or rehypothecations
shall encumber any of the Put Shares at the time of the Put Closing.
(c) Between
the date hereof and the Expiration Date, the Investor shall not have engaged,
directly or indirectly, in any Economic Hedge with respect to the Acquired
Shares.
9. Certain
Covenants of Investor.
(a) The
Investor agrees that any acquisition of Securities will be made in accordance
with the provisions of this Agreement.
(b) If
requested by Sellers, the Investor will provide any information reasonably
necessary to prepare and timely file a Schedule 13D disclosing this Agreement
and any transaction effected hereunder and will provide signatures as needed
to
effect such a timely filing.
(c) The
Investor shall give the Sellers written notice (which may be by email) of any
Transfers of Acquired Shares within five (5) Business Days of such
Transfer.
8
(d) Subject
to the terms and conditions set forth in this Agreement, Investor will use
its
commercially reasonable efforts, as promptly as is practicable, to take or
cause
to be taken all actions, and to do or cause to be done all other things, as
are
necessary, proper or advisable and consistent with the terms and conditions
of
this Agreement, to consummate and make effective the transactions contemplated
by this Agreement and to refrain from taking any actions that are contrary
to,
inconsistent with or against, or would frustrate the essential purposes of,
the
transactions contemplated by this Agreement.
10. Amendments.
This
Agreement may be amended from time to time by a written instrument executed
and
delivered by the parties.
11. Remedies.
The
parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that the parties
will have the right to injunctive relief, in addition to all of its rights
and
remedies at law or in equity, to enforce the provisions of this Agreement.
Nothing contained in this Agreement will be construed to confer upon any person
who is not a signatory hereto or any successor or permitted assign of a
signatory hereto any rights or benefits, as a third party beneficiary or
otherwise.
12. Investor
Substitution.
Investor shall have the right to substitute any of its Affiliates as a purchaser
or holder of the Acquired Shares hereunder, by written notice to the Sellers,
which notice shall be signed by both the Investor and such Affiliate, shall
contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it
of
the representation and warranties set forth in Section 7. Upon receipt of such
notice, any reference to Investor in this Agreement (other than in this Section
12), shall be deemed to refer to such Affiliate in addition to or in lieu of
the
Investor (as applicable).
13. General
Provisions.
(a) Notices.
Except
as otherwise provided herein, any offer, acceptance, notice or communication
required or permitted to be given pursuant to this Agreement shall be deemed
to
have been duly and sufficiently given for all purposes by a party if given
by
the party, or an officer, trustee, or other personal or legal representative
of
such party, or by any other person authorized to act for such party, if in
writing and delivered personally to the party or to an officer, trustee or
other
personal or legal representative of the party, or any other person authorized
to
act for such party to whom such notice shall be directed, or sent by overnight
delivery service, or certified or registered mail, postage and registration
prepaid, return receipt requested, or by facsimile to such party’s home or
business address as reflected on the signature pages hereto or other address
as
such party may designate to each of the other parties hereto by a notice
complying with the requirements of this Section 13(a). Any such notice shall
be
deemed to have been given on the date on which the same was delivered in the
case of personal delivery, post-marked in the case of certified or registered
mail or overnight delivery service, or dated in the case of a
facsimile.
9
(b) Assignments
and Transfers.
Other
than as contemplated in Section 12, the parties hereto shall have no right
to
assign or transfer this Agreement or any of their respective rights hereunder
(including, without limitation, the Put Option).
(c) Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the successors,
assigns, personal representative, estates, heirs and legatees of the parties
hereto.
(d) Miscellaneous.
This
Agreement sets forth the entire understanding of the parties hereto with respect
to the transactions contemplated hereby. The invalidity or unenforceability
of
any term or provision hereof shall not affect the validity or enforceability
of
any other term or provision hereof. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect the
meaning hereof. This Agreement may be executed in any number of counterparts
which together shall constitute one instrument and shall be governed by and
construed in accordance with the domestic substantive laws of the State of
New
York, without regard to principles of conflicts of laws. Delivery of an executed
signature page by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
10
IN
WITNESS WHEREOF, this Agreement has been executed as of the date first set
forth
above.
________________________________
▇▇▇▇▇
▇▇▇▇▇
________________________________
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇, AS LIFE TENANT, AND
▇▇▇▇▇▇
▇▇▇▇▇, AS REMAINDERMAN
________________________________
▇▇▇▇▇
▇▇▇▇▇, as Life Tentant
________________________________
▇▇▇▇▇▇
▇▇▇▇▇, as Remainderman
Address
for Notices to the Sellers:
c/o
Chem
RX
▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
with
a
copy to:
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP
The
Chrysler Building
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
NSP
HOLDINGS, LLC
By:
______________________________
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Managing Member
Address
for Notices:
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
[Signature
Page to Put Option Agreement]