[FORM OF WAIVER AND CONSENT OF, ANDNOTICE TO, HOLDER OF PREFERRED STOCK OF SKYLINE MEDICALINC. (this “Consent”)] Datedas of July ___, 2014

EXHIBIT 4.4 

[FORM OF WAIVER AND CONSENT OF, AND NOTICE TO, HOLDER

OF PREFERRED STOCK OF SKYLINE MEDICAL INC. (this “Consent”)]

Dated as of July ___, 2014

Reference is made to that certain (1) Certificate of Designation of Preferences, Rights and Limitations of Series A Senior Convertible Preferred Stock of Skyline Medical Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State on January 24, 2014 (the “Certificate”) and (2) Securities Purchase Agreement, dated as of February 4, 2014, by and among the Company, the undersigned purchaser and the other purchasers (collectively, the “Purchasers”) named on Schedule I thereto (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings set forth in the Certificate.

The Company has advised the undersigned that the Company has executed a term sheet pursuant to which the Company intends to issue and sell (i) a note in an original principal amount of $610,978 in a private placement transaction with 31 Group, LLC, comprised of, among others, Magna Group, LLC and Aegis Capital Corp., for a purchase price of $500,000, (ii) one or more notes in an aggregate original principal amount of up to $1,221,956 in a private placement transaction with certain affiliates of the Company and certain persons with whom the Company has a pre-existing relationship, for an aggregate purchase price of up to $1,000,000 and (iii) one or more warrants to purchase Common Stock in private placement transactions with 31 Group, LLC, certain affiliates of the Company and certain persons with whom the Company has a pre-existing relationship (clauses (i), (ii) and (iii) collectively referred to herein as the “Additional Financing”). The Company has agreed to file a registration statement covering the resale of the Common Stock issuable or issued and sold in connection with the Additional Financing (the “Additional Securities”). Upon request, the Company will send the draft transaction documents for the Additional Financing to the Purchasers. In order to facilitate the Additional Financing, the Company hereby requests the following from the undersigned:

The undersigned hereby (i) consents to waive the Forward Pricing Transaction Restriction with respect to the Additional Financing pursuant to Section 14.1 of the Agreement and waive it for all securities offerings subsequent to a Qualified Public Offering, (ii) consents to the registration of the Additional Securities on the Registration Statement pursuant to Section 10.1 of the Agreement, (iii) consents to waive the Filing Deadline and the Effectiveness Deadline pursuant to Section 10.1 of the Agreement, provided that the Registration Statement covering the Purchasers Registrable Securities satisfies the applicable registration requirements relating to the Additional Financing and (iv) agrees to comply with the Purchaser Lock-Up.

In consideration for the waiver and consents provided herein by the Purchasers:

(A) upon the closing of a Qualified Public Offering, all outstanding shares of the Preferred Stock shall be automatically converted into shares of Common Stock at the then applicable Conversion Price on the terms provided in this instrument and otherwise as if such conversion were made by the Holders pursuant to the Certificate (such shares, the “Automatic Conversion Amount”), and this Consent serves as the Company’s notice to the Holders of such conversion for all purposes; provided, however, that to the extent that (i) the Qualified Public Offering closes within six (6) months of the first closing of the Additional Financing (“Qualified Public Offering Deadline”) and (ii) 70% of the public offering price per share of the Common Stock in the Qualified Public Offering (the “QPO Discount Price”) is less than the Conversion Price floor contained in Section 7(e)(i) of the Certificate (the “Conversion Price Floor”), the Company shall issue additional shares of Common Stock (the “QPO True-Up Amount”) to the Holders pro rata such that the total number of shares of Common Stock received by the Holders (consisting of the sum of the Automatic Conversion Amount and the QPO True-Up Amount) shall equal the quotient of (i) the product of the Stated Value and the aggregate number of outstanding shares of Preferred Stock held by such Holders and (ii) the QPO Discount Price.

(B) if a Qualified Public Offering is not consummated by the Qualified Public Offering Deadline, then upon a Holder’s conversion of its shares of Preferred Stock, the Company shall issue to such holder such number of shares of Common Stock as calculated using the then applicable Conversion Price pursuant to the Certificate (“Base Conversion Amount”); provided, however, that to the extent that 70% of the volume weighted average price of the Common Stock on the principal Trading Market of the Common Stock during the ten Trading Days immediately preceding the Qualified Public Offering Deadline (“Non-QPO Discount Price”) is less than the Conversion Price Floor, then upon each conversion of shares of Preferred Stock by a Holder, the Company shall issue additional shares of Common Stock (the “Non-QPO True-Up Amount”) to such Holder such that the total number of shares of Common Stock received by such Holder (consisting of the sum of the Base Conversion Amount and the Non-QPO True-Up Amount) shall equal the quotient of (i) the product of the Stated Value and the aggregate number of shares of Preferred Stock that such Holder elected to convert and (ii) the Non-QPO Discount Price.

(C) Whenever the Company shall be required to issue and deliver shares for the Automatic Conversion Amount, the QPO True-Up Amount, or the Non-QPO True-Up Amount, the Company shall issue and deliver such shares in accordance with the requirements of Section 6 of the Certificate as if such shares were being issued upon conversion of the Preferred Stock in accordance with the Certificate.

(D) The Purchasers shall have the right to participate in the Additional Financing specified in clause (ii) of the definition of that term, pro rata up to an aggregate of $500,000 based on their respective interests in the Preferred Stock.

(E) The Company shall pay on demand the reasonable attorneys’ fees and expenses of the Purchasers relating to (1) this instrument, not to exceed $7,500 in total, (2) the negotiation, preparation or execution of any amendment, modification or waiver of, or consent with respect to, any of the Transaction Documents that is requested by the Company, and (3) upon receipt of notice from the Purchasers to the Company, any default or breach of any of the Company’s obligations set forth in any of the Transaction Documents, but only for so long as such default or breach is not cured; provided however, that the Purchasers shall provide to the Company (x) an estimated budget of such reasonable fees and expenses and (y) monthly invoices of such reasonable fees and expenses incurred pursuant to this paragraph (E).

(F) The term “Underlying Shares” when used in the Transaction Documents shall include the shares of Common Stock issuable or issued to the Purchasers pursuant to this Consent (the “Additional Shares”).

(G) Representations and Warranties by the Company. The Company represents and warrants to the Purchasers that the statements contained in this Section (G) are true and correct as of the date the Company executes this Consent and will be true and correct as of the date this Consent becomes effective by its terms:

(1) Consents. Neither the execution, delivery or performance of this Consent by the Company, nor the consummation by it of the obligations and transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Additional Shares and the provision to the Purchasers of the rights contemplated by this Consent and the Transaction Documents with respect to the Additional Shares) requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity or any other Person, other than filings required under applicable U.S. federal and state securities laws.

(2) Authorization; Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Consent and the consummation of the transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Additional Shares and the provision to the Purchasers of the rights contemplated by this Consent and the Transaction Documents with respect to the Additional Shares). The execution, delivery and performance by the Company of this Consent and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Additional Shares and the provision to the Purchasers of the rights contemplated by this Consent and the Transaction Documents with respect to the Additional Shares), have been duly authorized by the Company’s board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Consent has been duly executed and delivered by the Company, and this Consent constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(3) Valid Issuance of Additional Shares. The Additional Shares have been duly and validly authorized and, when issued upon conversion of the related Preferred Shares in accordance with this Consent, the Additional Shares will be validly issued, fully paid and non-assessable, and shall be free and clear of all Encumbrances, and will not be subject to preemptive rights or other similar rights of stockholders of the Company.

(4) No Conflicts. The execution, delivery and performance of this Consent and the consummation of the transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Additional Shares and the provision to the Purchaser of the rights contemplated by this Consent and the Transaction Documents with respect to the Additional Shares) will not (a) result in a violation of the certificate of incorporation, as amended, the by-laws, as amended, or any equivalent organizational document of the Company or any Subsidiary (the “Charter Documents”) or require the approval of the Company’s stockholders, (b) violate, conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture, instrument or other contract to which the Company or any Subsidiary is a party, (c) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, (d) result in a violation of or require stockholder approval under any rule or regulation of the OTCQB, or (e) result in the creation of any Encumbrance upon any of the Company’s or any of its Subsidiary’s assets.

(5) Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except with respect to options, warrants and convertible securities disclosed in the SEC Reports or as provided in the Agreement or this Consent and for the options granted under the Company’s stock option plans disclosed in the SEC Reports and for the Additional Financing, the Company does not have any outstanding options to purchase, or any right of first refusal, right of first offer, right of co-sale, stockholder rights plan, preemptive right or other right to subscribe for or to purchase any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, or any registration right regarding the securities of the Company. There are no provisions of the Charter Documents, and no Material Contracts, other than the Agreement and this Consent, that (a) may affect or restrict the voting rights of any Purchaser with respect to the Additional Shares in its capacity as a stockholder of the Company, (b) restrict the ability of any Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Additional Shares, or (c) would adversely affect the Company’s or any Purchaser’s right or ability to consummate the transactions contemplated by this Consent or comply with the terms of this Consent and the transactions contemplated hereby. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Additional Shares and there are no registration rights that will be triggered by the issuance of the Additional Shares.

(6) No Integrated Offering. Neither the Company, any Subsidiary, nor any of the Company’s or any Subsidiary’s Affiliates or any other Person acting on the Company’s or any Subsidiary’s behalf, has directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Additional Shares, nor have any of such Persons made any offers or sales of any security of the Company, any Subsidiary or any of the Company’s or any Subsidiary’s Affiliates or solicited any offers to buy any security of the Company, any Subsidiary or any of the Company’s or any Subsidiary’s Affiliates under circumstances that would require registration of the Additional Shares under the Securities Act or any other securities laws or cause this offering of the Additional Shares to be integrated with any prior offering of securities of the Company or any Subsidiary for purposes of the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for the offer and sale of the Additional Shares hereunder.

(7) Brokers. There is no investment banker, broker, finder, financial advisor or other Person that has been retained by or is authorized to act on behalf of the Company or any Subsidiary who might be entitled to any fee or commission in connection with the transactions contemplated by this Consent.

(8) Disclosure. The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. No representation or warranty by the Company contained in this Consent contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company confirms that neither it nor any of its officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized any other Person to provide, any Purchaser or its respective agents or counsel with any information that it believes constitutes material non-public information except insofar as the existence, provisions and terms of this Consent and the proposed transactions hereunder may constitute such information, all of which will be disclosed by the Company in a press release or SEC filing on Form 8-K.

(9) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter Documents or any stockholder rights plan of the Company or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to each Purchaser as a result of such Purchaser and the Company fulfilling their obligations or exercising their rights under this Consent, including, without limitation, as a result of the Company’s issuance of the Additional Shares and any Purchaser’s ownership of the Additional Shares.

(10) Private Placement. Neither the Company nor its Subsidiaries or any affiliates, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Additional Shares under the Securities Act. The issuance of the Additional Shares is exempt from registration under the Securities Act.

(11) Acknowledgment Regarding Purchasers’ Registration of Additional Shares. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length party with respect to this Consent and the transactions contemplated hereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity with respect to the Company) with respect to this Consent and the transactions contemplated hereby and any advice given by any Purchaser or any of their respective representatives or agents to the Company in connection with this Consent and the transactions contemplated hereby is merely incidental to such Purchaser’s negotiating and executing this Consent. The Company further represents to each Purchaser that the Company’s decision to enter into this Consent has been based on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(12) No Registration Rights. No person has the right to (i) prohibit the Company from filing a Registration Statement or (ii) require the Company to register any securities for sale under the Securities Act by reason of the filing of a Registration Statement except in the case of clause (ii) for rights which have been disclosed in the SEC Reports, rights which have been properly waived and rights that the Company may grant to investors in the Additional Financing. The granting and performance of the registration rights under the Agreement that are applicable to the Additional Shares will not violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture, or instrument to which the Company is a party.

(13) No Additional Agreements. The Company has no other agreements or understandings (including, without limitation, side letters) with any Purchaser to purchase or otherwise acquire shares of Common Stock on terms other than as set forth herein and in the Transaction Documents.

This Consent shall serve as the Company’s notice to the Holders of the adjustment to the Conversion Price in connection with the Additional Financing for purposes of Section 7(g)(i) of the Certificate. The Conversion Price shall be adjusted to equal the conversion price set forth in the definitive documentation for the Additional Financing.

This Consent shall become effective:

1. only in accordance with Section 14.1 of the Agreement and then only upon the first closing of the Additional Financing; and

2. when the Company shall have delivered to each Purchaser a certificate of the Secretary of the Company certifying the resolutions duly adopted by the board of directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Consent and the issuance of the Additional Shares, and such resolutions shall be reasonably satisfactory in form, scope and substance to the Required Holders.

From and after the effective day of this Consent, each reference in the Transaction Documents to the Agreement shall be deemed a reference to the Agreement as modified by the consent of the Purchasers relating to the Agreement and given in May 2014 and by this Consent.

This Consent may be signed by the Purchasers and the Company in counterparts. Except as expressly modified hereby, the Agreement and the Certificate remain in full force and effect in accordance with their terms, and the other Transaction Documents remain in full force and effect.

[Signature Page follows]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized or in their individual capacity, as the case may be, have executed this Consent under seal as of the day and year first above written.

Accepted and Agreed:

[Signature Page to Waiver and Consent of Preferred Stockholders]