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EXHIBIT 4.7
November __, 1997
Xxxxx Xxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In order to induce Xxxxx Xxxx & Co., Inc. as the representative of the
underwriters (the "Representative") to enter into an underwriting agreement
with respect to the proposed public offering (the "Offering") of up to
2,070,000 shares of common stock, no par value (the "Common Stock") and
3,205,000 redeemable common stock purchase warrants (the "Public Warrants," and
together with Common Stock, the "Securities") of Rockwell Medical Technologies,
Inc., a Michigan corporation (the "Company"), pursuant to a Registration
Statement on Form SB-2, Registration No. 333-31991 (the "Registration
Statement"), the undersigned, as the beneficial owner of ________ shares of
Common Stock and ___________ Common Stock Purchase Warrants, covenants and
agrees for the benefit of the Company and the Underwriter to abide to the
following terms and conditions of this Agreement:
1. For a period of thirteen (13) months subsequent to the date upon which
the Securities and Exchange Commission (the "Commission") declares the
Registration Statement filed with the Commission effective under the Securities
Act of 1933, as amended (the "Act"), the undersigned will not, without the
prior written consent of the Underwriter, offer, pledge, sell, transfer,
assign, contract to sell, grant any option for the sale of, or otherwise
dispose of, directly or indirectly, pursuant to Rule 144 promulgated under the
Act ("Rule 144") or otherwise, any shares of the Common Stock beneficially
owned by the undersigned (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
2. Prior to the effective date of the Registration Statement, the undersigned
will not, without the prior written consent of the Representative, offer,
pledge, sell, transfer, assign, contract to sell, grant any option for the sale
of, or otherwise dispose of, directly of indirectly, pursuant to Rule 144, or
otherwise, any shares of Common Stock, or the public Warrants beneficially
owned by the undersigned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) on the date hereof or hereafter acquired without first
requiring any such acquiring parties to execute and deliver to the Underwriter
an agreement satisfactory to the Representative in substantially the
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Xxxxx Xxxx & Co., Inc.
November __, 1997
Page 2
same form as this Agreement.
3. To enable the Representative to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of restrictive legends consistent
with this Agreement upon the Securities and to the entry of stop-transfer
orders consistent with this Agreement on the books and records of the transfer
agent of the Securities with respect to any Securities registered in the
undersigned's name or beneficially owned by the undersigned. The Company
agrees to instruct the transfer agent to place such legends and enter such
stop-transfer orders and not to transfer any Securities without the consent of
the Representative as set forth herein.
4. The undersigned hereby waives any registration rights he/she may have been
granted in connection with the Offering by any Subscription Agreement with the
Company or otherwise, including, but not limited to, any "piggyback
registration rights" such as (i) any right to notice of the Offering and (ii)
any right to have the Securities owned by the undersigned registered by the
Registration Statement or included in the Offering.
5. The undersigned understands that the Company and the Representative will
rely upon this Agreement if they proceed with the Offering. The provisions of
this Agreement shall be binding upon the undersigned and the successors,
assigns, heirs, and personal representatives of the undersigned.
Very truly yours,
Signature:
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Print Name:
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Accepted and Agreed to:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
By:
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Name: Xxxxxx Xxxxxxx
Title: President
