EXHIBIT 4.2
DATE: NOVEMBER 28, 2007
ROCKWELL MEDICAL TECHNOLOGIES, INC.
COMMON STOCK WARRANT
THIS WARRANT
AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ ACT ”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
This certifies that RJ Aubrey IR
Services LLC (the “ Holder ”), its designees or
permitted assigns, at any time or from time to time during the
period starting from 5:00 a.m. (Eastern Time) on the one year
anniversary of the date hereof (the “ Initial Exercise
Date ”) to and including 5:00 p.m. (Eastern Time) on the
date that is the fifth (5 th ) anniversary
of the date hereof (the “ Expiration Date ”),
for value received, is entitled to purchase from ROCKWELL MEDICAL
TECHNOLOGIES, INC., a Michigan corporation (the “
Company ”), subject to the terms set forth below,
80,000 fully-paid and nonassessable shares (subject to adjustment
as provided herein) (the “ Warrant Shares ”) of
the Company’s Common Stock, no par value per share (the
“ Common Stock ”). The per share exercise price
(the “ Exercise Price ”) per Warrant Share
issuable pursuant to this Common Stock Warrant shall be equal to
$10.00 (subject to adjustment as provided herein), payable in
accordance with Section 1 hereof.
This Warrant is issued subject to the
following terms and conditions:
1. Exercise, Issuance of
Certificates .
(a)
Exercise . The Holder may exercise this Warrant at any time
and from time to time during the period from the Initial Exercise
Date to the Expiration Date for all or any part of the Warrant
Shares (but not for a fraction of a share) that may be purchased
hereunder, as that number may be adjusted pursuant to
Section 3 of this Warrant. The Company agrees that the Warrant
Shares purchased under this Warrant shall be and are deemed to be
issued to the Holder hereof as the record owner of such Warrant
Shares as of the close of business on the date on which this
Warrant shall have been surrendered, properly endorsed, the
completed and executed Form of Subscription delivered, and payment
made for such Warrant Shares (such date, a “ Date of
Exercise ”). Certificates for the Warrant Shares so
purchased, together with any other securities or property to which
the Holder hereof is entitled upon such exercise, shall be
delivered to the Holder hereof by the Company at the
Company’s expense as soon as practicable after the rights
represented by this Warrant have been so exercised. In case of a
purchase of less than all the Warrant Shares which may be purchased
under this Warrant, the Company shall cancel this Warrant
and
execute and deliver to the Holder hereof within a reasonable time a
new Warrant or Warrants of like tenor for the balance of the
Warrant Shares purchasable under the Warrant surrendered upon such
purchase. Each stock certificate so delivered shall be registered
in the name of such Holder and issued with a legend in
substantially the form of the legend placed on the front of this
Warrant.
Notwithstanding
anything set forth herein, this Warrant shall not be exercisable
with respect to the minimum number of Warrant Shares as will result
in the Holder (together with its affiliates) owning, holding or
beneficially owning more than 9.99% of the outstanding Common Stock
(the “ Ownership Limit ”), and at any
time, and from time to time, if the Holder (together with its
affiliates) owns, holds or beneficially owns a percentage less than
the Ownership Limit, then this Warrant shall thereafter become
exercisable, first with respect to any Warrant Shares for which
this Warrant would have been exercisable but for the Ownership
Limit and second, but in each case again, only to the extent that,
after giving effect to such exercisability, such exercisability
will not result in the Holder (together with its affiliates)
owning, holding or beneficially owning more than the Ownership
Limit. The restrictions set forth in this paragraph do not pertain
if, excluding the shares for which this Warrant is then
exercisable, the Holder (together with its affiliates) owns, holds
or beneficially owns outstanding Capital Stock in an amount greater
than the Ownership Limit. The restrictions set forth in this
paragraph may be waived by the Holder upon written notice to the
Company.
(b)
Other Provisions . The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms hereof are
absolute and unconditional, irrespective of any action or inaction
by the Holder to enforce the same. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of
the Warrant as required pursuant to the terms hereof.
(c)
Payment of Exercise Price . The Holder shall pay the
applicable aggregate Exercise Price in cash by delivering
immediately available funds to the Company.
2. Shares to be Fully Paid;
Reservation of Shares . The Company covenants and agrees that
all Warrant Shares will, upon issuance and payment of the
applicable Exercise Price, be duly authorized, validly issued,
fully paid and nonassessable, and free of all preemptive rights,
liens and encumbrances, except for any restrictions on transfer
provided for herein. The Company shall at all times reserve and
keep available out of its authorized and unissued Common Stock,
solely for the purpose of providing for the exercise of the rights
to purchase all Warrant Shares granted pursuant to this Warrant,
such number of shares of Common Stock as shall, from time to time,
be sufficient therefor.
3. Adjustment of Exercise
Price and Number of Shares . The Exercise Price and the total
number of Warrant Shares shall be subject to adjustment from time
to time upon the occurrence of certain events described in this
Section 3.
(a)
Subdivision or Combination of Stock . In the event the
outstanding shares of the Company’s Common Stock shall be
increased by a stock dividend payable in Common Stock, stock split,
subdivisi
