INVESTMENT AGREEMENTInvestment Agreement • March 3rd, 2015 • Rockwell Medical, Inc. • Electromedical & electrotherapeutic apparatus • Michigan
This Investment Agreement (this “Agreement”), dated as of October 2, 2014, is made and entered into by and between Rockwell Medical, Inc., a Michigan corporation (the “Company”), and Baxter Healthcare Corporation, a Delaware corporation (the “Purchaser”). The Company and the Purchaser are referred to from time to time in this Agreement individually as a “party” and, collectively, as the “parties.”
AMENDMENT TO OCTOBER 1, 2014 STOCK OPTION AGREEMENTStock Option Agreement • March 3rd, 2015 • Rockwell Medical, Inc. • Electromedical & electrotherapeutic apparatus
WHEREAS, the October 1, 2014 resolutions of the Compensation Committee authorizing the October 1, 2014 Tranche B grant of 250,000 options (the “Tranche B Options”) to Optionee provide that the related option agreement shall state that such options are not intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986;
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • March 3rd, 2015 • Rockwell Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
The Company commits to utilize the resources necessary to adequately fulfill customer orders and deliveries and to otherwise perform the Support Services, the Transportation Services and the [* *] (the “Services”). These resources will remain in place and dedicated to the Distributor’s efforts to Commercialize Concentrate Products unless (i) significant changes occur around sales activity justifying a change, either increase or decrease, over the duration of the Services period and (ii) Distributor consents to such changes. Such changes will be communicated to the Distributor for approval no less than 10 days prior to taking effect.
