EX-10.27







Exhibit 10.27




	 	 	 
	DATE:

	 	November 5, 2008
	 
	 	 
	PARTIES:

	 	Rockwell Medical Technologies, Inc. (the “Company”)
	 

	 	30142 Wixom Road
	 

	 	Wixom, MI 48393 USA
	 
	 	 
	 

	 	Emerald Asset Advisors, LLC (the “Advisor”)
	 

	 	425 Broad Hollow Road
	 

	 	Suite 115
	 

	 	Melville, New York 11747






RECITALS:




     WHEREAS, the Company wishes to engage the Advisor to perform certain business development,
investor relations and other consulting 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..



AGREEMENTS:




     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:




	 	1.	 	Services to be Performed . The Company hereby engages the Advisor to advise and
perform work for the Company consisting of introducing the Company to potential licensing
partners, to acquisition candidates and 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.
	 
	 	2.	 	Fees, Terms of Payment and Warrant .




The Company agrees as compensation to issue to the Advisor 300,000 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 $1.99 per share. The Warrants will
expire at the earlier of (i) the close of business on the third 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 use reasonable commercial
efforts to


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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 50,000 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 Securities Act of
1933, as amended) of the Advisor (so long as such affiliate is an “accredited investor” as defined
below and agrees to be bound by the terms and provisions of this Agreement and the Warrant
agreement as if, and to the fullest extent as, the Advisor, and will bear a legend to that effect.
The Company reasonably believes that all information it provides to Advisor is accurate and
complete in all material respects. Company acknowledges that Advisor shall be entitled to rely on
all such information and materials.





	 	3.	 	Instrumentalities . The Advisor shall supply all equipment, tools, materials
and supplies to accomplish the designated jobs or services set forth in Paragraph 1, except
if approved by the Company.
	 
	 	4.	 	Expenses . The Company shall not be responsible or liable for any expenses
incurred by the Advisor in performing any jobs or services under this Agreement, except
accountable out-of-pocket expenses of Advisor related to the engagement and approved by the
Company.
	 
	 	5.	 	The Advisor’s Status . This Agreement is not intended to, does not constitute
and shall not be construed as a hiring by either party. The parties hereto are and shall
remain independent contractors. The Advisor retains the sole and exclusive right to control
or direct the manner or means by which the jobs or services described herein are to be
performed. The Company retains only the right to control the results to insure their
conformity with that specified herein. The Advisor shall comply with all federal, state and local laws, and rules and regulations
that are now or may in the future become applicable to the Advisor, its business, equipment
and personnel engaged in accomplishing the jobs or services provided under this Agreement or
arising out of the performance of this Agreement.


Advisor represents that it is an “accredited investor” as defined in Rule 501 of Regulation
D promulgated under the Securities Act of 1933 and was not organized for the purpose of
acquiring the Warrants or the underlying shares. Advisor’s financial condition is such that
it is able to bear the risk of holding the Warrants and the shares underlying the Warrants
for an indefinite period of time. Advisor has sufficient knowledge and experience in
investing in companies similar to the Company so as to be able to evaluate the risks and
merits of its investment in the Company and has so evaluated the risks and merits of such
investment. Advisor understands that an investment in the Warrants and the shares underlying
the Warrants involves a significant degree of risk, including a risk of total loss of
Advisor’s investment, and understands the risk factors included, or that may be included in
the future, in the Company’s periodic reports filed from time to time with the Securities
and Exchange Commission. Advisor is acquiring the Warrants and the shares underlying the
Warrants for its own account for investment and not for resale or with a view to
distribution thereof in violation of the Securities Act of 1933.
	 
	 	6.	 	Payroll or Employment Taxes . The Advisor will not be treated as an employee
for federal, state or local tax purposes or for any other purpose. No payroll or employment
taxes of any kind shall be withheld or paid with respect to payments to the Advisor,
including but not limited to FICA, FUTA, federal personal income tax, state personal income
tax, state disability insurance tax, and state unemployment insurance tax. The Advisor agrees
that it is responsible for making all filings with and payments to the Internal Revenue
Service and state and local taxing authorities as are appropriate to its status as an
Advisor.
	 
	 	7.	 	Workers’ Compensation, Unemployment Compensation, Benefits . No workers’
compensation insurance has been or will be obtained by the Company for the Advisor. The
Advisor understands that he is not entitled to unemployment compensation benefits or any
other benefits normally afforded to any employee of the Company, due to his status as an
Advisor.





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	 	8.	 	Indemnification. Except as otherwise provided in paragraph 4 above, the
Company agrees to indemnify, defend and hold the Advisor, its affiliates, control persons,
officers, directors, employees and agents (collectively, the “Indemnified Persons”) harmless
from and against all losses, claims, damages, liabilities, costs or expenses (including
reasonable attorneys’ fees and disbursements) arising out of the services rendered pursuant
to this Agreement, whether or not the Advisor is a party to such dispute. This indemnity
shall not apply, however, where a court of competent jurisdiction has made a final
non-appealable determination that the Advisor was grossly negligent or engaged in willful
misconduct in the performance of its services hereunder, which directly gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder. Promptly
after receipt by an Indemnified Party of notice of the
occurrence of the commencement of any action or proceeding in respect of which indemnity may
be sought against the Company, such Indemnified Party will notify the Company in writing of
the commencement thereof, and the Company shall be entitled to immediately assume the
defense thereof. If the defense is assumed by the Company, it shall have no further
obligation to indemnify the Indemnified Persons for attorneys’ fees and disbursements). The
reimbursement, indemnity and contribution obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Advisor and any other Indemnified Person.
	 
	 	9.	 	Termination . The consulting arrangement provided herein may be terminated by
either party upon 30 days notice. Following termination, neither party shall have any
continuing liability or obligations hereunder; provided, the terms of section 8 shall survive
any termination hereof.
	 
	 	10.	 	Law Governing Contract . This Agreement and all questions arising in
connection with it shall be governed by the laws of the State of Michigan.
	 
	 	11.	 	Entire Agreement. This Agreement states the entire Agreement of the parties,
and merges all prior
negotiations, agreements and understandings, if any, except for any confidentiality
agreements between the parties. No modification, release, discharge or waiver of any
provision hereof shall be of any force or effect unless made in writing and signed by the
parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their representative laws, personal representatives, successors and assigns,
provided that neither party may assign the Agreement without the other party’s prior written
consent.




IN WITNESS WHEREOF, the parties have executed this Agreement and caused it to be dated as of the
day and year first written above.




	 	 	 	 	 	 	 
	 	 	“COMPANY”	 	 
	 
	 	 	 	 	 	 
	 	 	Rockwell Medical Technologies, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert L. Chioini	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Its: Chairman/CEO/President	 	 
	 
	 	 	 	 	 	 
	 	 	“ADVISOR”	 	 
	 
	 	 	 	 	 	 
	 	 	Emerald Asset Advisors, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/Michael Xirinachs	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Its: General Partner	 	 







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