TO ADVISORY AGREEMENT DATED
NOVEMBER 5, 2008
This Amendment to
the Advisory Agreement (the “Agreement”), dated
November 5, 2008, between Rockwell Medical Technologies, Inc.
(the “Company”) and Emerald Asset Advisors, LLC (the
“Advisor”), is made this 21st day of November,
2008.
WHEREAS, the
Agreement establishes a Client-Independent Advisory/Contractor
relationship between the parties;
WHEREAS, the
parties desire to extend the term of the agreement and issue
additional Common Stock Purchase Warrants as compensation for the
additional services rendered by the Advisor;
NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Paragraph 2
of the Agreement is hereby amended and restated to read in its
entirety as follows:
2.
Fees, Terms of Payment and Warrants .
The Company
agrees as compensation to issue to the Advisor 300,000 Common Stock
Purchase Warrants (the “Tranche A Warrants”), 200,000
Common Stock Purchase Warrants (the “Tranche B
Warrants”) and 200,000 Common Stock Purchase Warrants (the
“Tranche C Warrants” and collectively with the Tranche
A Warrants and the Tranche B Warrants, the “Warrants”)
for services rendered over the period from November 5, 2008 through
November 5, 2009 with regard to the Tranche A Warrants and
through November 5, 2010 with regard to the Tranche B Warrants
and the Tranche C Warrants. The terms and conditions of the
Warrants will be set forth in a separate agreement or agreements
containing the terms and conditions set forth in this paragraph and
such other terms and conditions as are mutually acceptable to the
Company and the Advisor. The Warrants will become earned upon
execution of this Agreement. The Tranche A Warrants will have an
exercise price of $1.99 per share, the Tranche B Warrants will have
an exercise price of $4.54 per share and the Tranche C Warrants
will have an exercise price of $7.00 per share. The Tranche A
Warrants will expire at the earlier of (i) November 5,
2011, or (ii) the termination of this Agreement prior to
November 5, 2009 (1) by the Company due to a
