EX-10.29









Exhibit 10.29




AMENDMENT




TO ADVISORY AGREEMENT DATED NOVEMBER 5, 2008




     This Amendment to the Advisory Agreement (the “Agreement”), dated November 5, 2008, between
Rockwell Medical Technologies, Inc. (the “Company”) and Emerald Asset Advisors, LLC (the
“Advisor”), is made this 21st day of November, 2008.



     WHEREAS, the Agreement establishes a Client-Independent Advisory/Contractor relationship
between the parties;



     WHEREAS, the parties desire to extend the term of the agreement and issue additional Common
Stock Purchase Warrants as compensation for the additional services rendered by the Advisor;



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereby agree as follows:



     1. Paragraph 2 of the Agreement is hereby amended and restated to read in its entirety as
follows:



          2. Fees, Terms of Payment and Warrants.





The Company agrees as compensation to issue to the Advisor 300,000
Common Stock Purchase Warrants (the “Tranche A Warrants”), 200,000
Common Stock Purchase Warrants (the “Tranche B Warrants”) and
200,000 Common Stock Purchase Warrants (the “Tranche C Warrants” and
collectively with the Tranche A Warrants and the Tranche B Warrants,
the “Warrants”) for services rendered over the period from November
5, 2008 through November 5, 2009 with regard to the Tranche A
Warrants and through November 5, 2010 with regard to the Tranche B
Warrants and the Tranche C Warrants. The terms and conditions of the
Warrants will be set forth in a separate agreement or agreements
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. The Tranche A Warrants will have an
exercise price of $1.99 per share, the Tranche B Warrants will have
an exercise price of $4.54 per share and the Tranche C Warrants will
have an exercise price of $7.00 per share. The Tranche A Warrants
will expire at the earlier of (i) November 5, 2011, or (ii) the
termination of this Agreement prior to November 5, 2009 (1) by the
Company due to a material breach of this Agreement by Advisor or (2)
by Advisor. The Tranche B Warrants and the Tranche C Warrants will
expire at the earlier of (i) November 5, 2011, or (ii) the
termination of this Agreement November 5, 2010, (1) by the Company
due to a material breach of this Agreement by Advisor or (2) by
Advisor. A “material breach” would be either (x) a failure to
perform, in a commercially reasonable manner, the services required
or to be required under paragraph 1 of this agreement; or (y) a
breach of any of the representations in paragraph 5 of this
agreement. Warrants will become exercisable on November 5, 2009 with
respect to the Tranche A Warrants and November 5, 2010 with respect
to the Tranche B Warrants and Tranche C Warrants, and may be
exercised in whole or in part at any time thereafter until their
expiration by the submission of an exercise notice in the form to be
attached as an exhibit to the applicable Warrant agreement. The
Company will 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 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.



     2. The Advisor hereby represents and warrants that the representations in Paragraph 5 of the
Agreement are true and correct as of the date of this Amendment.



     3. The remainder of the Agreement shall remain in full force and effect without change in
accordance with the terms thereof until further amended in accordance with the Agreement.



     4. Any capitalized terms used herein but not otherwise defined shall have the meaning set
forth in the Agreement.



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



“COMPANY”




ROCKWELL MEDICAL TECHNOLOGIES, INC.




/s/ Robert L. Chioini

By: Robert L. Chioini

Its: Chairman, CEO and President




“ADVISOR”




EMERALD ASSET ADVISORS, LLC




/s/ Michael Xirinachs

By: Michael Xirinachs




Its: General Partner