FIRST AMENDMENT TO INVESTMENT AGREEMENT

FIRST AMENDMENT TO

INVESTMENT AGREEMENT

This First Amendment to the Investment Agreement (this “First Amendment”) is executed this 23rd day of June, 2017, by and between Rockwell Medical, Inc., a Michigan corporation (the “Company”) and Baxter Healthcare Corporation, a Delaware corporation (“Purchaser”). 

RECITALS

AGREEMENT

In consideration of the foregoing and mutual covenants and agreements contained in this First Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

(b)Notwithstanding any other provision herein to the contrary, the Purchaser shall not sell, transfer, assign, donate, pledge or otherwise dispose of the Restricted Shares until the date which is the earlier of one year after the date hereof or the day immediately following the Company’s 2018 annual meeting of shareholders.  On or before the earlier of (i) the occurrence of the date specified in the immediately preceding sentence and (ii) the expiration or termination of the Distribution Agreement, the Company shall direct its transfer agent to reissue the Purchaser’s stock certificate representing the Restricted Shares without any legends (the “Replacement Stock Certificate”) and the Company agrees it will thereafter place no stop orders or restrictions on the Restricted Shares for any reason. 

(c) Any new certificate representing Restricted Shares (other than the Replacement Stock Certificate) shall bear a legend substantially in the following form:

The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Securities Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.  Such shares are also subject to a restriction on transfer contained in an Investment Agreement, dated as of October 2, 2014 (and amended on June 23, 2017).  A copy of the Investment Agreement is available at the Company’s principal executive offices.

(iii)(A) fail to (1) grant a proxy to the Company’s designee(s) authorizing such designee(s) to vote with respect to, or (2) otherwise vote, all shares of Common Stock owned as of the relevant record date, in either case, on each director-nominee and proposal in the manner recommended by the Company Board in its proxy statement filed with the SEC in connection with the solicitation of proxies for a meeting of shareholders, (B) fail to give consent as a shareholder, as to all shares of Common Stock owned as of the relevant record date, with respect to each director-nominee and proposal in the manner recommended by the Company Board in its consent statement filed with the SEC in connection with the solicitation of consents in lieu of a meeting of shareholders,  or (C) grant a proxy or otherwise transfer, or allow to be transferred, the right to vote any shares of Common Stock other than to the Company’s designee(s);

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized representatives and effective as of the date first above written.