exv4w11






Exhibit 4.11




[FORM OF AMENDED AND RESTATED WARRANT ISSUED TO MESSRS. RICK,

PIZZIRUSSO, RIES, MEYERS, PACE AND BAILEY]



THIS STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. IT MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS
WARRANT IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 HEREOF.




AMENDED AND RESTATED WARRANT TO PURCHASE SHARES

OF COMMON STOCK, NO PAR VALUE, OF

ROCKWELL MEDICAL TECHNOLOGIES, INC.




Amendment and Restatement Date: September 1, 2010

Date of Issuance to Holder: __________, 2009




     THIS STOCK PURCHASE WARRANT (as amended and restated, the “Warrant”) CERTIFIES THAT, for value
received, subject to the provisions hereinafter set forth, _________ (the “Holder”) is entitled to
purchase from Rockwell Medical Technologies, Inc., a Michigan corporation, and its successors and
assigns (the “Company”) up to _______ shares (the “Warrant Shares”) of common stock of the Company,
no par value (the “Common Stock”). This Warrant constitutes a portion of the warrant originally
issued as of May 28, 2008 to Capitol Securities Management, Inc. (the “Original Holder”) in
accordance with that certain Advisory Agreement, dated as of May 28, 2008, between the Company and
Holder (the “Advisory Agreement”). The Warrant is being amended and restated to lower the Exercise
Price (as defined below) and extend the Expiration Date (as defined below) of the warrant
originally issued as of May 28, 2008 to the Original Holder. The Holder acknowledges that no
commission or remuneration was paid or given in connection with this amendment and restatement of
the Warrant. This Warrant is subject to the provisions and adjustments, and exercise hereof is
subject to and will be made on the terms and conditions, hereinafter set forth.



     The following is a statement of the rights of the Holder of this Warrant and the terms and
conditions to which this Warrant is subject, to which terms the Holder hereof, by acceptance of
this Warrant, assents.



1. EXERCISE OF WARRANT




     (a) The Warrant became exercisable in full on May 28, 2009. The exercise price for the
Warrant Shares is $8.00 per share (the “Exercise Price”). On and after May 28, 2009, subject to
the conditions set forth herein, this Warrant may be exercised in whole at any time or in part from
time to time until the close of business on the Expiration Date (as defined below) by the Holder by
the surrender of this Warrant at the



 









 




principal office of the Company, accompanied by a signed notice of exercise in the form
attached hereto and payment to the Company of the Exercise Price for each of the Warrant Shares
intended to be purchased. Such payment shall be made by Holder to the Company in the form of cash,
a certified or cashier’s check or by means of the cashless method described in Section 1(b) of this
Warrant. Notwithstanding any other provision in this Warrant to the contrary, this Warrant shall
not be deemed exercised until payment in full of the applicable Exercise Price for the Warrant
Shares to be purchased has been received by the Company as specified in this Section 1. The
“Expiration Date” of the Warrant shall be May 28, 2013.




     (b) The Holder may exercise the Warrant by the surrender of this Warrant at the principal
office of the Company on or before the Expiration Date together with a written notice of cashless
exercise, in which event the Company shall issue to the Holder the number of shares of Common Stock
determined as follows:




	X = 	 	(Y x (A-B))/A
	 
	where:
	 
	X = 	 	the number of shares of Common Stock to be issued to the Holder;
	 
	Y = 	 	the number of Warrant Shares with respect to which this Warrant is being exercised;
	 
	A =  	 	the average of the high and low trading prices per share of the Common Stock on the Nasdaq
Stock Market for the five trading days immediately preceding (but not including) the date of
exercise.
	 
	B = 	 	the Exercise Price (as adjusted to the date of such calculation).





2. ADJUSTMENTS




     (a) In the event the Company shall (i) pay a dividend to the holders of Common Stock in shares
of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of
shares, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares,
then (A) the number of Warrant Shares that, at such time, remain available for purchase pursuant to
this Warrant (“Available Warrant Shares”) shall be adjusted so that such amount is equal to the
number of shares of Common Stock which Holder would have owned immediately after such event had the
number of Available Warrant Shares immediately prior to the occurrence of such event been owned on
the record date for such event and (B) the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to such event by a fraction (x) the numerator of which
is the total number of outstanding shares of Common Stock immediately prior to such event, and (y)
the denominator of which shall be the total number of outstanding shares of Common Stock
immediately after such event. Such adjustment shall become effective immediately after the opening
of business on the day following such record date or the day upon which such dividend, subdivision
or combination becomes effective.



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     (b) In the event the Company shall (i) issue by reclassification of its Common Stock any
shares of the Company of any class or series, (ii) merge or consolidate with or into another entity
(other than a merger in which the Company is the surviving entity and which does not result in any
reclassification of the outstanding shares of Common Stock), (iii) sell or otherwise convey to
another entity all or substantially all of the assets of the Company followed by the distribution
of the proceeds thereof to the shareholders of the Company, or (iv) engage in a share exchange
involving all or substantially all of the stock of the Company, then the Holder shall thereafter be
entitled to receive upon the exercise of this Warrant, instead of the Available Warrant Shares, the
consideration which the Holder would have owned immediately after such event had the Available
Warrant Shares been owned immediately prior to the occurrence of such event.



     (c) No adjustment shall be required unless such adjustment would require an increase or
decrease of at least one-tenth of a share in the number of Warrant Shares, or at least one-tenth of
a cent in the Exercise Price; provided, however, that any adjustment which by reason hereof is not
required to be made shall be carried forward and taken into account in any subsequent adjustment.



     (d) No fractional shares of Common Stock shall be issued upon exercise of this Warrant. The
number of shares issued shall instead be rounded down to the nearest whole share and any fractional
share disregarded.



     (e) The Company shall not, by amendment of its Articles of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all of the provisions of this Section 2.



3. FULLY PAID STOCK




     The Company agrees that the Warrant Shares delivered upon exercise of this Warrant as herein
provided shall, at the time of such delivery, be fully paid and non-assessable, and free from all
liens and charges with respect to the purchase thereof. During the period within which this
Warrant may be exercised for Common Stock, the Company will at all times have authorized, and hold
in reserve for issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.



4. LOST OR STOLEN WARRANTS




     In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a
new Warrant of like date, tenor, and denomination and deliver the same in exchange and substitution
for and upon surrender and cancellation of any mutilated Warrant, or in lieu of the lost, stolen or
destroyed Warrant, upon receipt of an indemnity agreement or bond from Holder reasonably
satisfactory to the Company.



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5. ASSIGNMENT




     This Warrant is not assignable or transferable and any such attempted assignment or transfer
shall be null and void unless the Holder has received the prior written consent of the Company to
any such assignment or transfer; provided however that this Warrant may be transferred to an
“affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Original
Holder if such affiliate is an “accredited investor” (as defined in Rule 501 under the Securities
Act of 1933) and agrees to be bound by the terms and provisions of the Advisory Agreement and this
Warrant as if, and to the fullest extent as, Capitol Securities Management, Inc. The Company may
deem and treat the Holder as the absolute owner of this Warrant (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all purposes and shall not
be affected by any notice to the contrary.



6. SECURITIES MATTERS




     (a) This Warrant has not been registered under the Securities Act of 1933, as amended (the
“Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents
and warrants to the Company that Holder (i) is receiving this Warrant for Holder’s own account and
not on behalf of others, and is not taking this Warrant with a view to the “distribution” thereof
(as that term is defined in the Act and the rules and regulations of the Securities and Exchange
Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of
this Warrant except pursuant to (A) an effective registration statement under the Act and any
applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which
opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such
offering, distribution, sale, transfer or disposition is exempt from registration under the Act and
any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an
“accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act, (B)
Holder’s financial condition is such that Holder is able to bear the risk of holding the Warrant
for an indefinite period of time, and (C) Holder has such knowledge and experience in financial and
business matters that Holder is capable of evaluating the risks and merits of acquiring and
exercising the Warrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A)
Holder will have access to all of the Company’s reports filed electronically with the Securities
and Exchange Commission, (B) Holder has had the opportunity to ask questions and receive answers
concerning the terms of the Warrant, and (C) Holder will have such knowledge and experience in
financial and business matters that Holder is capable at such time of evaluating the risks and
merits of exercising the Warrant.



     (b) Anything to the contrary herein notwithstanding, the Company’s obligation to sell and
deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of
satisfactory assurance that the issuance of such shares shall not violate any of the provisions of
the Act or the rules and regulations of the Securities and Exchange Commission promulgated
thereunder. No Warrant Shares shall be issued until counsel for the Company has determined that
the Company has complied with all requirements under applicable securities laws.



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7. NO RIGHTS AS SHAREHOLDER




     Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights
as a shareholder of the Company.



8. MISCELLANEOUS




     (a) All covenants and agreements of the Company in this Warrant shall be binding upon the
Company’s successors and assigns.



     (b) This Warrant shall be construed and enforced in accordance with the laws of the State of
Michigan without regard to choice of law principles that would compel the application of the law of
any other jurisdiction.



     (c) Except as provided in Section 2, this Warrant may be amended only with the written consent
of the Company and the Holder.



     (d) Any notices or other communications required or permitted hereunder shall be sufficiently
given if in writing and delivered in person or sent by United States mail, by registered mail,
postage prepaid, or by courier or express delivery service (including, without limitation, Federal
Express and UPS), and if to the Holder, addressed to the Holder at 7918 Jones Branch Drive, Suite
800, McLean, Virginia 22102, and if to the Company, addressed to it at 30142 Wixom Road, Wixom,
Michigan 48393, Attention: Chief Financial Officer, or to such other address or attention as
shall be furnished in writing by the Company or the Holder. Any such notice or other communication
shall be deemed to have been given as of the date received.



     (e) In the event of any conflict between this Warrant and the Advisory Agreement, the terms of
this Warrant shall control.



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     IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed by a duly authorized
officer and this Warrant to be dated as of the date set forth above.



	 	 	 	 	 
	ROCKWELL MEDICAL TECHNOLOGIES, INC.

 	 	 
	By:  	/s/ Thomas E. Klema
 	 	 
	 	Thomas E. Klema 	 	 
	 	Its: Chief Financial Officer 	 	 
	 


ACKNOWLEDGED AND ACCEPTED:



HOLDER



_________________________________ (signature)



_________________________________ (print name)








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NOTICE OF EXERCISE




Rockwell Medical Technologies, Inc.

30142 Wixom Road

Wixom, Michigan 48393

Attention: Chief Financial Officer





     A Warrant was issued to the undersigned as of _________, 2009, and amended and restated as of
September 1, 2010, to purchase up to ________ shares of Rockwell Medical Technologies, Inc. common
stock at the exercise price set forth in the Warrant. The undersigned hereby elects to exercise
the Warrant with respect to ____________ shares. Payment of the exercise price is being made by
(check one):




	 	o 	 	cash;
	 
	 	o 	 	certified or cashier’s check delivered with this notice;
	 
	 	o 	 	cashless exercise method described in Section 1(b) of the Warrant.





          The stock certificate for the shares acquired upon exercise should be issued to:




	 	 	 	 	 
	(name)     	 	 
	(address)  	 	 
	  	 	 
	(Social Security No. or EIN)  	 	 
	 	

 	 
	 	  	 	 
	 	By:  	 	 
	 	 	Its: 	 	 
	 	 	Dated: 	 	 
	 




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