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EXHIBIT 10.11
FIRST AMENDMENT TO
SHARE PLEDGE AND ESCROW AGREEMENT
THIS FIRST AMENDMENT TO SHARE PLEDGE AND ESCROW AGREEMENT (this "First
Amendment"), dated as of November 21, 1997, is made by and among XXXX X. XXXXX
("Xx. Xxxxx"), XXXXXXX X. XXXXXXXXX ("Xx. Xxxxxxxxx"), XXXXXX X. XXXXXXX ("Xx.
Xxxxxxx" and together with Xx. Xxxxx and Xx. Xxxxxxxxx, the "Pledgors"),
ROCKWELL MEDICAL SUPPLIES, LLC, a Michigan limited liability company
("Creditor"), ROCKWELL MEDICAL TECHNOLOGIES, INC., a Michigan corporation (the
"Company"), and XXXXXXXX XXXXXX XXXXXXXX AND XXXX ("Escrow Agent").
RECITALS:
A. Pursuant to the terms of a letter agreement (the "Letter
Agreement") entered into by the Company, Creditor, Rockwell Transportation,
LLC, T.K. Investment Company, Chilakapti Family Limited Partnership, Xxxxx
Xxxxx Chilakapti, M.D., Xxxxxxxxxxxxx Xxxxxxxxxx, M.D., and Xxxxxx X. Xxxxxxx,
the parties thereto have agreed to cancel 320,749 Series A Preferred Shares,
$1.00 par value per share ("Series A Preferred Shares"), issued to Creditor as
payment by Creditor to the Company of the Adjustment Amount (as defined in the
Letter Agreement).
B. Pledgors, Creditor, the Company and Escrow Agent entered into
a Share Pledge and Escrow Agreement, dated as of July 14, 1997 (the "Share
Pledge and Escrow Agreement"), pursuant to which the Pledgors pledged 1,478,260
common shares (the "Common Shares") issued by the Company and owned by them
(554,348 of which Common Shares were owned by Xx. Xxxxx, 554,347 of which
Common Shares were owned by Xx. Xxxxxxxxx, and 369,565 of which Common Shares
were owned by Xx. Xxxxxxx) as security for their obligations under that certain
Non-Recourse Guaranty, dated as of July 14, 1997, as restated on the date
hereof, made by the Pledgers in favor of Creditor (the "Guaranty").
C. In light of the fact that the number of outstanding Series A
Preferred Shares issued by the Company to Creditor has been reduced from
1,416,664 Series A Preferred Shares to 1,095,915 Series A Preferred Shares, the
Company, Creditor and the Pledgors desire to release 334,760 pledged Common
Shares (the "Released Shares") from the escrow created by the Share Pledge and
Escrow Agreement.
D. The parties hereto desire to amend the Share Pledge and Escrow
Agreement to terminate any security interest granted to Creditor in the
Released Shares and to release the Released Shares from the terms of the Share
Pledge and Escrow Agreement.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Any and all security interest granted to Creditor in or with
respect to the Released Shares is hereby terminated and Creditor shall have no
further right or interest in or with respect to the Released Shares.
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2. Escrow Agent is hereby directed to release the Released Shares
to the applicable Pledgors and to instruct the Company to cancel any existing
stock certificates and to reissue the Common Shares represented by such stock
certificates in such denominations as are necessary to effect the release from
escrow of the Released Shares and to retain in escrow the remaining 1,143,500
Common Shares which shall remain in escrow pursuant to the terms of the Share
Pledge and Escrow Agreement.
3. Recital C of the Share Pledge and Escrow Agreement is hereby
amended to reflect the new number of Series A Preferred Shares that the Company
has issued to Creditor to be 1,091,915 shares.
4. Recital D of the Share Pledge and Escrow Agreement is hereby
amended to reflect the new number of Shares (as defined therein) pledged by the
Pledgors to Creditor to be 1,143,500. Such Shares are owned by the Pledgors as
follows: Xx. Xxxxx - 428,812.5 Shares, Xx. Xxxxxxxxx - 428,812.5 Shares, and
Xx. Xxxxxxx - 285,875 Shares. For purposes of the Share Pledge and Escrow
Agreement, the term "Shares" shall refer to the 1,143,500 Common Shares which
shall remain subject to the Share Pledge and Escrow Agreement pursuant to this
First Amendment.
5. The Guaranty referred to in Recital D of the Share Pledge and
Escrow agreement shall hereafter refer to the Restated No- Recourse Guaranty
executed by the Guarantors concurrently with the execution of this First
Amendment.
6. Except as set forth in this First Amendment, the Share Pledge
and Escrow Agreement shall remain in full force and effect.
7. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument, and it shall not be
necessary in making proof of this First Amendment to produce or account for
more than one such counterpart. This First Amendment may be executed by
delivery via facsimile of a copy of an executed signature page.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the day and year first above written.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
(Signatures continued on next page)
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(Signatures continued from previous page)
ROCKWELL MEDICAL SUPPLIES, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Member
By: T. K. INVESTMENT COMPANY, Member
By: CHILAKAPTI FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxx Xxxxx Xxxxxxxxxxx
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Its: General Partner
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By: XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxxxxxxxxxx Xxxxxxxxxx
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Its: General Partner
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ROCKWELL MEDICAL TECHNOLOGIES, INC.,
a Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Its: President
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XXXXXXXX XXXXXX XXXXXXXX AND XXXX
By: /s/ Xxxxx X. Breach
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Its: Attorney
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