Exhibit 4.1


 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of January
9, 2018 (“Agreement”), between Skyline Medical Inc., a Delaware corporation (the “Company”),
and Corporate Stock Transfer, Inc. (the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to a registered offering by
the Company of common stock, par value $0.01 per share (the “Common Stock”), and warrants to purchase shares
of Common Stock (the “Warrants”), pursuant to an effective registration statement on Form S-3 (File No. 333-213766)
(the “Registration Statement”), the Company wishes to issue Warrants in book entry form entitling the respective
holders of the Warrants (the “Holders”, which term shall include a Holder’s transferees, successors and
assigns and “Holder” shall include, if the Warrants are held in “street name”, a Participant (as
defined below) or a designee appointed by such Participant) to purchase an aggregate of up to 957,000 shares of Common Stock (which
includes Warrants to purchase up to 87,000 shares of Common Stock pursuant to an overallotment option granted to the underwriters)
upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the shares of Common Stock and Warrants
to be issued in connection with the Offering shall be immediately separable and will be issued separately, but will be purchased
together in the Offering; and


 


WHEREAS, the Company wishes the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer,
exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent,
the delivery of the Warrant Shares (as defined below).


 


NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions. For
purposes of this Agreement, the following terms have the meanings indicated:


 


(a)        “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b)        “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c)        “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that
if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 






     


     


    

(d)        “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 


(e)        “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number
of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement
shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise of Warrant
in the form of a Global Warrant (as defined below).


 


(f)        “Warrant
Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 


All other capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2.Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment.


 


Section 3. Global Warrants.


 


(a)        Unless
otherwise issued in physical certificated form, the Warrants shall be issuable in book entry form (the “Global Warrants”),
and shall initially be represented by one or more Global Warrants, in the form of the Warrant Certificate, deposited with the Warrant
Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depositary”),
or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or
(ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


(b)        If
the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent to deliver to each Holder a Warrant Certificate.


 


(c)        A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the
form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of such
Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed
surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate,
a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue
and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request
Notice. Such Warrant Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized
signatory of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably acceptable in all respects
to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver,
the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the
delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the
Company fails for any reason to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice
by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the
Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds
such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice,
the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set forth
herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants
evidenced by the Warrant Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with
respect to any physical Warrant Certificate requested and issued pursuant to this section.


 






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Section 4. Form of Warrant Certificates.
The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5.Countersignature and Registration.
The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or
Vice President, by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the Company, by facsimile signature. The Warrant Certificates shall be countersigned
by the Warrant Agent by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by
the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate
had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 






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The Warrant Agent will keep or cause to be kept,
at one of its offices, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates issued
hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number of warrants
evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will
create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Global
Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject
to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent,
at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term
is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants may
be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global
Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split
up, combine or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent,
and shall surrender the Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the principal
office of the Warrant Agent, provided that no such surrender is applicable to the Holder of a Global Warrant. Any requested transfer
of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party
making such request that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence
of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate or Warrant Certificates,
as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up, combination or exchange of Warrant Certificates. The Company
shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the
date hereof.


 


Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include
an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss,
theft or destruction, of indemnity in customary form and amount (but shall not include the posting of any bond by the Holder),
and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect
in the State of Delaware, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto,
and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver
a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost,
stolen, destroyed or mutilated.


 


Section 7. Exercise of Warrants; Exercise
Price; Termination Date.


 






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(a)        The
Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate
and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination
Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part
upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price,
which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars,
to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by
the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice
of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a
holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary
(or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary
(or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures
to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges
that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in
its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and
for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on
any deposits or Exercise Price. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required.


 


(b)        Upon
receipt of a Notice of Exercise for a Cashless Exercise, the Company will promptly calculate and transmit to the Warrant Agent
the number of Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise to
the Warrant Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 


(c)        Upon
the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Termination Date set forth
in such Warrant Certificate, with the executed Notice of Exercise, accompanied by payment of the Exercise Price for the shares
to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge
or expense reimbursement referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of
the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Notice of Exercise and the payment
of the Exercise Price (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the
Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the
order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such
Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then
a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise,
then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the
Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated
to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be
solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement,
except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal
to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth
in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares
(via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed
extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 






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(d)        The
Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company
maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise
the Company via email at the end of each day on which notices of exercise are received or funds for the exercise of any Warrant
are received of the amount so deposited to its account.


 


(e)        In
case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent
to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant
Certificate, subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or
in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.


 


Section 9. Certain Representations; Reservation
and Availability of Shares of Common Stock or Cash.


 


(a)        This
Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company
in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due
authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 






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(b)        As
of the date hereof, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 7,533,030
shares of Common Stock are issued and outstanding, and 957,000 shares of Common Stock are reserved for issuance upon exercise of
the Warrants, and (ii) 20,000,000 shares of preferred stock, of which 79,246 shares are issued and outstanding, and 3,170 shares
of Common Stock are reserved for issuance upon conversion of the Preferred Stock. Except as disclosed in the Registration Statement,
there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any
class of capital stock of the Company.


 


(c)        The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of
Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number
of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)        The
Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


(e)        The
Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common
Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may
be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery
of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered
for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such
tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant
Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such
tax or governmental charge is due.


 


Section 10. Common Stock Record Date.
Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account is credited
shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the
holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which submission
of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only
if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant
Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise is a date upon which
the Common Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company
are open.


 






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Section 11. Adjustment of Exercise Price,
Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant
Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate,
the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other
than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this Agreement with
respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the
Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to
purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise
of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification of Adjusted
Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable
upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate
setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct
the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate. The Company further agrees that it will
provide the Warrant Agent with any new or amended exercise terms.


 


Section 13. Fractional Shares of Common
Stock.


 


(a)        The
Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any
fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a
rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b)        The
Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence
fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or
distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant
Certificate.


 


Section 14. Conditions of the Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrant Certificates shall be subject:


 






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(a)       Compensation
and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 hereto for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused
by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful
misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including
the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation
to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve
the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this
paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this
Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement
for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited
to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless
of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any
of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement,
whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one years fees received
by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to
the Warrant Agent by the Company hereunder.


 


(b)       Agent
for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent
is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any
of the Holders of Warrant Certificates or beneficial owners of Warrants.


 


(c)       Counsel.
The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice
of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)       Documents.
The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance
upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)       Certain
Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on,
or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant
Agent from acting as trustee under any indenture to which the Company is a party.


 






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(f)       No
Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on
any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)       No
Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any
of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon).


 


(h)       No
Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein
or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the
Company.


 


(i)       No
Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against
the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it
in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default
by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case
of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting
the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.


 


Section 15.Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent
or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent
or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall
succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered,
any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates
so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant
Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and
in this Agreement.


 






    	 	10	 



     


    

In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant
Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that
time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided
in the Warrant Certificates and in this Agreement.


 


Section 16.Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all
of which the Company, by its acceptance hereof, shall be bound:


 


(a)        The
Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and
the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.


 


(b)        Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be
full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.


 


(c)        Subject
to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful
misconduct, or for a breach by it of this Agreement.


 


(d)        The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Warrant Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)        The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making
of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the
manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment
or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment
of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 






    	 	11	 



     


    

(f)        Each
party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for
the carrying out or performing by any party of the provisions of this Agreement.


 


(g)        The
Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief
Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered
to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions
without gross negligence or willful misconduct.


 


(h)        The
Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal
entity.


 


(i)        The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment thereof.


 


(j)        The
Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement
to calculate, the applicable ratio for a cashless exercise of Warrants. The number of shares of Common Stock to be issued on such
exercise will be determined by the Company (with written notice thereof to the Warrant Agent) and the Warrant Agent shall have
no duty or obligation to investigate or confirm whether the Company’s determination of the number of such shares of Common
Stock to be issued on such exercise is accurate or correct.


 


(k)       The
Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th Business Day of the following month
by wire transfer to an account designated by the Company.


 






    	 	12	 



     


    

(l)       In
the event of a cashless exercise, the Company shall provide a cost basis for the shares of Common Stock issued pursuant thereto
to the Warrant Agent.


 


(j)       From
time to time, Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder.
In addition, at any time Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel
for Warrant Agent or Company with respect to any matter arising in connection with the services to be performed by the Warrant
Agent under this Agreement. Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company
for any action taken or omitted by Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such
counsel. Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice
thereof from Company. The last two sentences of this subparagraph shall survive termination or removal of the Warrant Agent.


 


Section 17. Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. The Company may
remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder
of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the
Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent,
provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is
appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and
doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws
to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at
the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant
Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent
any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with
the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders
of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant
Agent, as the case may be.


 


Section 18. Issuance of New Warrant Certificates.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue
new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable
under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 






    	 	13	 



     


    

Section 19. Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on
the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given
(a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express
or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested),
and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to
5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York
City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


 


(a)       If
to the Company, to:


 


Skyline Medical Inc.


2915 Commers Drive, Suite 900


Eagan, MN 55121


Attention: Bob Myers, Chief Financial Officer


Fax: 651-389-4807


Email: bmyers@skylinemedical.com


 


(b)       If
to the Warrant Agent, to:


 


Corporate Stock Transfer, Inc.


3200 Cherry Creek Drive South – Suite
430


Denver, CO 80209


Attention: Carylyn Bell and Shari Humpherys


Facsimile: 303-282-5800


Email: cbell@corporatestock.com, shumpherys@corporatestock.com


 


For any notice delivered by email to be deemed
given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day
following such email, unless the recipient of such email has acknowledged via return email receipt of such email.


 






    	 	14	 



     


    

(c)        If
to the Holder of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company.
Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any
Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the
Depositary or its designee.


 


Section 20. Supplements and Amendments.


 


(a)        The
Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global
Warrants or Warrant certificates in order to add to the covenants and agreements of the Company for the benefit of the Holders
of the Global Warrants or Warrant certificates or to surrender any rights or power reserved to or conferred upon the Company in
this Agreement, provided that such addition or surrender shall not adversely affect the interests of the Holders of the Global
Warrants or Warrant Certificates in any material respect.


 


(b)        In
addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a
majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or
modifying in any manner the rights of the Holders of the Global Warrants; provided, however, that no modification
of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or
the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage
required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding warrant
certificate affected thereby; provided further, however, that no amendment hereunder shall affect any terms of any
Warrant Certificate issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment,
the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the
proposed amendment complies with the terms of this Section 20.


 


Section 21. Successors. All covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and
the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and
exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law. This Agreement
and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to the conflicts of law principles thereof.


 






    	 	15	 



     


    

Section 24. Counterparts. This Agreement
may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions. The captions
of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information. The Company
agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Stock, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


Section 27.Confidentiality. The Warrant
Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including
inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant
to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).


 


Section 28.Further Assurances. The
Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other
acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing
by the Warrant Agent of the provisions of this Agreement.


 


Section 29.No Consequential Damages.
Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages
under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out
of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


Section 30.Force Majeure. Notwithstanding
anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting
from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 






    	 	16	 



     


    

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


 


 





	 	SKYLINE MEDICAL, INC.
	 	 
	 	 
	 	By: ___________________________
	 	Name: Bob Myers
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	CORPORATE STOCK TRANSFER, INC.
	 	 
	 	 
	 	By: ___________________________
	 	Name: Carylyn Bell
	 	Title: President







 


 









    	 	17	 



     


    

Annex A: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: ___________ as Warrant Agent for Skyline
Medical Inc. (the “Company”)


 


The undersigned Holder of Common Stock Purchase
Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate
evidencing the Warrants held by the Holder as specified below:


 


		1.	Name of Holder of Warrants in form of Global Warrants: _____________________________



 


		2.	Name of Holder in Warrant Certificate (if different from name of Holder of
Warrants in form of Global Warrants): ________________________________



 


		3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________



 


		4.	Number of Warrants for which Warrant Certificate shall be issued: __________________



 


		5.	Number of Warrants in name of Holder in form of Global Warrants after issuance
of Warrant Certificate, if any: ___________



 


		6.	Warrant Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The undersigned hereby acknowledges and
agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have
surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced
by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]





Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: ______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________


 






     


     


    

Exhibit 1: Form of Warrant Certificate


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

Exhibit 2: Warrant Agent Compensation


 


 


Warrant Agent Compensation shall be as separately
agreed by the Warrant Agent and the Company.