exv10w34






Exhibit 10.34




	 	 	 

	DATE:

	 	March 8, 2010
	 
	 	 
	PARTIES:

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

	 	30142 Wixom Road
	 

	 	Wixom, MI 48393 USA
	 
	 	 
	 

	 	RJ Aubrey IR Services LLC (the “Advisor”)
	 

	 	PO Box 2801
	 

	 	Glen Ellyn, IL 60138-2801
	 
	 	 
	RECITALS:
	 	 





WHEREAS, the Company wishes to engage the Advisor to perform certain investor relations services.



WHEREAS, the Advisor declares that Advisor 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 this Agreement 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 services for the Company consisting of investor relationship development for the
Company, liaison to the equity investment community and investor relations support services as
requested by the Company from time to time, including without limitation, message development,
PR coordination and website development and oversight, provision of investment statistical
information, investor monitoring and communications with the investment community, including
but not limited to retail investors, stock brokers, analysts, money managers, institutional
investors, mutual funds, broker-dealers, wire-houses, newspapers, television, and trade
publications. The Company and Advisor acknowledge that: (a) Advisor (through its employee,
Ronald J. Aubrey) is anticipated to devote substantive amounts of time and effort to investor
relations and related support services; (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 (a) pay
Advisor a monthly fee of $5,500 in cash or Company check commencing January 1, 2010, and (b)
issue to the Advisor 20,000 cashless Common Stock Purchase Warrants (“Warrants”), for services
rendered in 2010 and commencing January 1, 2010. 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 as follows: (w) 5,000 Warrants upon
execution of this Agreement, (x) 5,000 additional Warrants on April 1, 2010, (y) 5,000
additional Warrants on July 1, 2010, and (z) the remaining 5,000 Warrants on October 1, 2010.
The Warrants, once earned, will become exercisable on March 8, 2011 and will have an exercise
price of $6.14 per share, the closing bid price on March 8, 2010. The Warrants, once earned,
will expire at the close of business on March 8, 2013. If this Agreement is terminated (A) by
the Company due to a material breach of this Agreement by Advisor or (B) by Advisor, any
unearned Warrants at the time of such termination will expire and not become




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	 	 	exercisable. A “material breach” would be either (1) a failure to perform, in a commercially
reasonable manner, the services required under paragraph 1 of this Agreement; or (2) a breach
of any of the representations in paragraph 5 of this Agreement. Once exercisable, Warrants 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 and payment
as provided therein. Determination of compliance with 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 Advisor 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
Advisor 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
Advisor’s 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
Advisor’s 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
Advisor is responsible for making all filings with and payments to the Internal Revenue
Service and state and local taxing authorities as are appropriate.




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	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 Advisor is not entitled to unemployment compensation benefits or any other benefits
normally afforded to any employee of the Company.
	 
	8.	 	Termination. This Agreement will terminate on December 31, 2010 and may be terminated
prior to that date by either party upon 30 days written notice in advance of termination.
Following termination, neither party shall have any continuing liability or obligations
hereunder.
	 
	9.	 	Law Governing Contract. This Agreement and all questions arising in connection with
it shall be governed by the laws of the State of Michigan.
	 
	10.	 	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 as of the date stated on the first
page of this Agreement.




	 	 	 	 	 
	 	“COMPANY”




Rockwell Medical Technologies, Inc.

 	 
	 	By:  	/s/ Robert L. Chioini
 	 
	 	 	Robert L. Chioini 	 
	 	 	Its: Chairman/CEO/President 	 
	 
	 	ADVISOR




RJ AUBREY IR SERVICES LLC

 	 
	 	By:  	/s/ Ronald J. Aubrey
 	 
	 	 	Ronald J. Aubrey 	 
	 	 	Its: President 	 
	 




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