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PARTIES:
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Rockwell Medical Technologies, Inc.
(the “Company”)
30142 Wixom Road
Wixom, MI 48393 USA
Capitol Securities Management, Inc. (the “Advisor”)
7918 Jones Branch Dr., Ste 800
McLean,VA 22102
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WHEREAS, the
Company wishes to engage the Advisor to perform certain investor
relations services.
WHEREAS, the
Advisor declares that it is engaged in an independent business or
employed by a party other than the Company and that the Company is
not the Advisor’s sole and only client, customer or
employer.
WHEREAS, the
parties hereto wish to enter into a Client-Independent Advisory /
Contractor relationship for their mutual benefit, and further wish
to set forth the terms of such association herein..
NOW, THEREFORE, in
consideration of the foregoing representations and the mutual
covenants set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, the Company and the Advisor agree as
follows:
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1.
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Services to be Performed
. The Company hereby
engages the Advisor to advise and perform work for the Company
consisting of exposing the Company to the equity investment
community, which includes but is not limited to: analysts, money
managers, institutional investors, stock-brokers, mutual funds,
broker-dealers, wire-houses, newspapers, television, and trade
publications. If Company desires Advisor to perform any services in
addition to those described above, the terms and conditions
relating to such services will be mutually agreed upon by the
parties. The Company acknowledges that: (a) Advisor is not
obligated to devote any specific amount of time to providing advice
and consultation to the Company except as agreed from time to time
by the parties hereto; (b) The scope of work hereunder does
not include tax, legal, regulatory, accounting or other technical
advice, and (c) the Advisor is being retained solely for the
Company’s benefit and not for any third party, including the
Company’s shareholders.
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2.
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Fees, Terms of Payment and
Warrant .
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The Company
agrees as compensation to issue to the Advisor 100,000 cashless
Common Stock Purchase Warrants (“Warrants”) for
services rendered over a 12 month period commencing with the
date of this Agreement. The terms and conditions of the Warrants
will be set forth in a separate agreement 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 and will have an exercise price of $9.00 per share. The
Warrants will expire at the earlier of (i) the close of
business on the fourth anniversary of the execution date of this
Agreement, or (ii) the termination of this Agreement prior to
the one year anniversary of the date of this Agreement (A) by
the Company due to a material breach of this Agreement by Advisor
or (B) by Advisor. A “material breach” would be
either (1) a failure to perform, in a commercially reasonable
manner, the services required or to be required under paragraph 1
of this agreement; or (2) a breach of any of the
representations in paragraph 5 of this agreement. Warrants will
become exercisable on the first anniversary of the date of this
Agreement and may be exercised in whole or in part at any time
until their expiration by the submission of an exercise notice in
the form to be attached as an exhibit to the Warrant agreement. The
Company will
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use reasonable
commercial efforts to register, under the Securities Act of 1933,
the shares to be issued upon exercise of the Warrants, at its
discretion, in one or more of the following ways: (i) for resale by
Advisor, following issuance of the shares to be registered, either
on a separate registration statement filed for that purpose or as
part of another registration statement that the Company may file,
provided that the Company shall not be required at any time to file
a registration statement for less than 30,000 shares issued upon
exercise of Warrants; or (ii) prior to exercise of the
Warrants by Advisor if the Company determines, in its sole
discretion, that it is then eligible to use a Form S-3 registration
statement for such registration. Determination of compliance with
registration requirements under Federal and State securities laws
will be at the sole discretion of the Company. To the extent the
shares issuable upon exercise are not registered prior to issuance,
they will bear a legend restricting transfer. The Warrants will not
be transferable, other than to an affiliate (as defined in
Rule 405 under the Securiti
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