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EXHIBIT 10.12
ROCKWELL MEDICAL TECHNOLOGIES, INC.
00000 XXXXXXX XXXX
XXXXX, XXXXXXXX 00000
November 21, 1997
Rockwell Medical Supplies, LLC
Rockwell Transportation, LLC
T.K. Investment Company
Chilakapti Family Limited Partnership
Xxxxxxxxxx Family Limited Partnership
Xxxxx Xxxxx Chilakapti, M.D.
Xxxxxxxxxxxxx Xxxxxxxxxx, M.D.
Xxxxxx X. Xxxxxxx
c/x Xxxxxxxx Law Firm
00000 X. Xxxxxx Mile Road, Suite A
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to that certain Asset Purchase Agreement, dated as
of November 1, 1996, as amended (as amended, the "Asset Purchase Agreement"),
by and among Rockwell Medical Technologies, Inc., a Michigan corporation, and
the various addressees of this letter agreement. Capitalized terms used in
this letter agreement and not otherwise defined shall have the meanings set
forth in the Asset Purchase Agreement.
This letter is to confirm the agreement that the parties to the Asset
Purchase Agreement have reached with respect to (i) the amount of reduction in
the Purchase Price pursuant to Section 1.2.3 of the Asset Purchase Agreement,
(ii) the payment of such reduction amount, and (iii) certain other matters
relating thereto.
The parties have agreed that Buyer is entitled to a reduction in the
Purchase Price of $320,749 (the "Adjustment Amount") to reflect the difference
between the amount of the Interim Net Worth and the actual net worth of Sellers
at the Closing which the parties have determined was $192,218. On July 16,
1997 pursuant to an agreement of the parties, Buyer issued 1,416,664 shares of
Series A Preferred Stock, par value $1.00, represented by Certificate No. P-1,
in exchange for the cancellation of the promissory note dated February 19,
1997, made by Buyer in favor of the Supply Company. The Sellers have agreed
that 320,749 shares of the 1,416,664 shares of Series A Preferred Stock of
Buyer that were issued to the Supply Company will be cancelled as payment of
the Adjustment Amount. Buyer will not have any liability for accrued dividends
on such cancelled shares, and the Sellers will not have any liability for
interest paid on the Adjustment Amount for periods prior to the date of
issuance of the Series A Preferred Stock. In addition, 334,760 Common Shares
pledged to the Supply Company and held in escrow
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pursuant to that certain Share Pledge and Escrow Agreement dated as of July 15,
1997 among Buyer, the Supply Company, the Pledgors (as defined therein) and
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx will be released to the pledgors thereof and
any security interest granted to the Supply Company with respect to such
Released Shares shall be terminated. The parties will execute all such further
documentation as is necessary to effect the foregoing agreements.
Except as amended herein, the Asset Purchase Agreement will remain in
full force and effect.
If you are in agreement with the foregoing, please acknowledge your
agreement by signing in the space provided below.
Very truly yours,
ROCKWELL MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: President
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Acknowledge and Agreed as of the
date of this letter:
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 Chilakapti
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Its: General Partner
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By: XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxxxxxxxxxx Xxxxxxxxxx
---------------------------------------
Its: General Partner
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ROCKWELL TRANSPORTATION, LLC
By: CHILAKAPTI FAMILY LIMITED
PARTNERSHIP, Member
By: /s/ Xxxxx Xxxxx Chilakapti
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Its: General Partner
----------------------------
By: XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP, Member
By: /s/ Xxxxxxxxxxxxx Xxxxxxxxxx
----------------------------------------------
Its: General Partner
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T. K. INVESTMENT COMPANY
By: CHILAKAPTI FAMILY LIMITED
PARTNERSHIP, Member
By: /s/ Xxxxx Xxxxx Chilakapti
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Its: General Partner
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By: XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP, Member
By: /s/ Xxxxxxxxxxxxx Xxxxxxxxxx
----------------------------------------------
Its: General Partner
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/s/ Xxxxx Xxxxx Chilakapti
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XXXXX XXXXX CHILAKAPTI, M.D.
/s/ Xxxxxxxxxxxxx Xxxxxxxxxx
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XXXXXXXXXXXXX XXXXXXXXXX, M.D.
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
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CHILAKAPTI FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxx Xxxxx Chilakapti
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Its: General Partner
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XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxxxxxxxxxx Xxxxxxxxxx
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Its: General Partner
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