JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 21, 2017 by and among Richmond Brothers, Inc., RBI Private Investment I, LLC, RBI PI Manager, LLC, Richmond Brothers 401(k) Profit Sharing Plan, Matthew J. Curfman, David S. Richmond, Norman J. Ravich Irrevocable Trust, Alexander Coleman Ravich 1991 Irrevocable Trust, Alyssa Danielle Ravich 1991 Irrevocable Trust, Norman and Sally Ravich Family Trust and Mark H. Ravich (collectively, the “Existing Members”) and RBI Private Investment II, LLC (the “New Member”).
WHEREAS, the Existing Members are parties to that certain Group Agreement, dated as of February 20, 2017 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) engaging in discussions with Rockwell Medical, Inc. regarding means to enhance shareholder value and corporate governance, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing; and
WHEREAS, the New Member desires to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Member is joined as a party to the Agreement.
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.
| Richmond Brothers, Inc. |
| | |
| By: | |
| | Name: | David S. Richmond |
| | Title: | Chairman |
| RBI Private Investment I, LLC |
| |
| By: | RBI PI Manager, LLC |
| | Manager |
| | |
| By: | |
| | Name: | David S. Richmond |
| | Title: | Manager |
| By: | RBI PI Manager, LLC |
| | |
| By: | |
| | Name: | David S. Richmond |
| | Title: | Manager |
| By: | Richmond Brothers 401(k) Profit Sharing Plan |
| | |
| By: | |
| | Name: | David S. Richmond |
| | Title: | Trustee |
| Norman J. Ravich Irrevocable Trust |
| | |
| By: | |
| | Name: | Mark H. Ravich |
| | Title: | Trustee |
| Alexander Coleman Ravich 1991 Irrevocable Trust |
| | |
| By: | |
| | Name: | Mark H. Ravich |
| | Title: | Trustee |
| Alyssa Danielle Ravich 1991 Irrevocable Trust |
| | |
| By: | |
| | Name: | Mark H. Ravich |
| | Title: | Trustee |
| Norman and Sally Ravich Family Trust |
| | |
| By: | |
| | Name: | Mark H. Ravich |
| | Title: | Trustee |
| RBI Private Investment II, LLC |
| |
| By: | RBI PI Manager, LLC |
| | Manager |
| | |
| By: | |
| | Name: | David S. Richmond |
| | Title: | Manager |