Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT


 


COMMON STOCK PURCHASE
AGREEMENT (the “Agreement”), dated as of November 25, 2016 (the “Commencement Date”)
by and between SKYLINE MEDICAL, INC., a Delaware corporation (the “Company”), and ____________,
a ____________ (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are
defined in Section 10 hereof.


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company,
________ shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as well
as warrants to purchase ________ shares of Common Stock (the “Warrants”) (a copy of the Warrants is attached
hereto as Exhibit D). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase
Shares.”


 


NOW THEREFORE,
the Company and the Buyer hereby agree as follows:


 


	 	1.	PURCHASE OF COMMON STOCK.


 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to
purchase from the Company, Purchase Shares as follows:


 


(a) Commencement
of Purchase of Common Stock.  On the Commencement Date, the Company shall issue the Purchase Shares to Buyer, consisting
of ________ shares of Common Stock and the Warrants. On the Purchase Date, Buyer shall pay to the Company in exchange for the Purchase
Shares, the purchase price of $____________ (the “Purchase Price”), via wire transfer, according to the
wiring instructions attached hereto as Exhibit C, provided, however, that if Buyer exercises its rights to purchase the Common
Stock underlying the Warrants, then Buyer shall pay the purchase price for such exercise to the Company in accordance with the
terms of the Warrants. All payments made under this Agreement shall be made in lawful money of the United States of America. Upon
issuance, the Purchase Shares shall be validly issued and fully paid and non-assessable.


 


(b) [Intentionally
Omitted.]


 


(c) [Intentionally
Omitted.]


 


(d) [Intentionally
Omitted.]


 


(e) [Intentionally
Omitted.]


 


(f) Records
of Purchases. The Buyer and the Company shall each maintain records showing the purchase of the Purchase Shares.


 


(g) Taxes. The
Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of
any shares of Common Stock to the Buyer made under this Agreement.


 


(h) Compliance
with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations
set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, shall be limited
to 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof (the “Exchange Cap”),
unless stockholder approval is obtained to issue more than such 19.99% if required under the last sentence of paragraph (h). The
Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction. The Company must obtain stockholder approval to issue more than 19.99% of its outstanding
shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal
Market.


 



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(i) Beneficial
Ownership Limitation. The Company shall not issue, and the Buyer shall not purchase any shares of Common Stock under this Agreement,
if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then owned beneficially (as
calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and
Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result in the beneficial ownership by the Buyer and its
affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock of the Company.


 


(j) Right of First
Refusal: If at any time while during the two calendar week period after the Commencement Date, the Company has a bona fide
offer of capital or financing from any 3rd party, pursuant to which shares of the Company’s common stock are to
be issued in connection with the Shelf Registration Statement, that the Company intends to act upon, then the Company must first
offer such opportunity to the Buyer to provide such capital or financing to the Company on the same terms as each respective 3rd
party’s terms, unless such opportunity would require the Company to seek stockholder approval due to the Exchange Cap. Should
the Buyer be unwilling or unable to provide such capital or financing to the Company within 2 trading days from Buyer’s receipt
of written notice of the offer (the “Offer Notice”) from the Company, then the Company may obtain such capital or financing
from that respective 3rd party upon the exact same terms and conditions offered by the Company to the Buyer, which transaction
must be completed within 7 days after the date of the Offer Notice. If the Company does not receive the capital or financing from
the respective 3rd party within 7 days after the date of the respective Offer Notice, then the Company must again offer
the capital or financing opportunity to the Buyer as described above, and the process detailed above shall be repeated. The Offer
Notice must be sent via electronic mail to ____________.


 


	 	2.	BUYER’S REPRESENTATIONS AND WARRANTIES.


 


The Buyer represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a) Investment
Purpose. The Buyer is entering into this Agreement and acquiring the Purchase Shares (the Purchase Shares are also referred
to herein as the “Securities”), for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof; provided however, by making the representations herein, the
Buyer does not agree to hold any of the Securities for any minimum or other specific term.


 


(b) Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D under the 1933 Act.


 


(c) [Intentionally
Omitted.]


 


(d) Information. The
Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities that have been reasonably requested by the Buyer, including, without limitation, the SEC
Documents (as defined in Section 3(f) hereof). The Buyer understands that its investment in the Securities involves a high
degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities including a total loss,
(ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the
officers of the Company concerning the financial condition and business of the Company and other matters related to an investment
in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its representatives
shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in
Section 3 below. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Securities.


 



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(e) No Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f) [Intentionally
Omitted.]


 


(g) Organization.
The Buyer is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction in which it
is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now
being conducted.


 


(h) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is
a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability
to (i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public
policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards
to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in Section
3(b) hereof) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the
Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization
by the Buyer, its managers or its members.


 


(i) [Intentionally
Omitted.]; and


 


(j) [Intentionally
Omitted.].


 


	 	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to the Buyer that as of the date hereof and as of the Commencement Date:


 


(a) Organization
and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means any
entity in which the Company, directly or indirectly, owns more than 50% of the voting stock or capital stock or other similar equity
interests) are corporations or limited liability companies duly organized and validly existing in good standing under the laws
of the jurisdiction in which they are incorporated or organized, and have the requisite corporate or organizational power and authority
to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is
duly qualified as a foreign corporation or limited liability company to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on any of:
(i) the business, properties, assets, operations, results of operations or financial condition of the Company and its Subsidiaries,
if any, taken as a whole, or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents. The
Company has no material Subsidiaries except as set forth on Schedule 3(a).


 



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(b) Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, and each of the other agreements entered into by the parties on the Commencement Date and attached hereto
as exhibits to this Agreement (collectively, the “Transaction Documents”), and to issue the Securities in accordance
with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors
or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined
below), and do not require further consent or authorization by the Company, its Board of Directors, except as set forth in this
Agreement, or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement
Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon
its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be limited by (y) general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of creditors’ rights and remedies and (z) public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The
Board of Directors of the Company or a duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”)
substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material
respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board
of Directors of the Company.


 


(c) Capitalization. 
Except as disclosed in Schedule 3(c) or the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding
debt securities of the Company or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no material agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
under the 1933 Act (except the Agreement), (v) there are no outstanding securities or instruments of the Company or any of its
Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries,
(vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer
true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the
“Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date
hereof (the “Bylaws”).


 


(d) Issuance
of Securities. The Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the
Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with
respect to the issuance thereof. Upon issuance and payment therefore in accordance with the terms and conditions of this Agreement,
the Purchase Shares shall be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect
to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.


 



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(e) No Conflicts. Except
as disclosed in Schedule 3(e), the execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance
and issuance of the Purchase Shares) will not (i) result in a violation of the Certificate of Incorporation, any Certificate of
Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, or result, to the Company’s knowledge, in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal
Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Schedule
3(e), neither the Company nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation,
any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws
or their organizational charter or bylaws, respectively. Except as disclosed in Schedule 3(e), neither the Company nor any
of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries,
except for possible violations, defaults, terminations or amendments that would not reasonably be expected to have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation
of any law, ordinance, or regulation of any governmental entity, except for possible violations, the sanctions for which either
individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement, reporting obligations under the 1934 Act, or as required under the 1933 Act or applicable state
securities laws or the filing of a Listing of Additional Shares Notification Form with the Principal Market, the Company is not
required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents in accordance with the terms hereof or thereof. Except as disclosed in Schedule 3(e) and for
reporting obligations under the 1934 Act, all consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except
as disclosed in Schedule 3(e) or the SEC Documents, the Company is not subject to any notices or actions from or to the Principal
Market other than routine matters incident to listing on the Principal Market and not involving a violation of the rules of the
Principal Market. Except as disclosed in Schedule 3(e) or the SEC Documents, to the Company’s knowledge, the Principal
Market has not commenced any delisting proceedings against the Company.


 


(f) SEC Documents;
Financial Statements. Except as disclosed in Schedule 3(f), the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective
dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as
they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such
financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the
case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly
present in all material respects the financial position of the Company as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except
as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with
previously filed registration statements or periodic reports publicly available on EDGAR, to the Company’s knowledge, the
Company or any of its Subsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.


 



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(g) Absence
of Certain Changes. Except as disclosed in Schedule 3(g), since September 30, 2016, there has been no material adverse
change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries
taken as a whole. For purposes of this Agreement, neither a decrease in cash or cash equivalents or in the market price of
the Common Stock nor losses incurred in the ordinary course of the Company’s business shall be deemed or considered a material
adverse change. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant
to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is
generally able to pay its debts as they become due.


 


(h) Absence
of Litigation. Except as disclosed in Schedule 3(h), to the Company’s knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company, the Common Stock or any of the
Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in
their capacities as such, which would reasonably be expected to have a Material Adverse Effect (each, an “Action”). A
description of each such Action, if any, is set forth in Schedule 3(h).


 


(i) Acknowledgment
Regarding Buyer’s Status. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of
arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by
the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to
the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation
by the Company and its representatives and advisors.


 


(j) Intellectual
Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or
licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property
rights (collectively, “Intellectual Property”) necessary to conduct their respective businesses as now conducted,
except as set forth in Schedule 3(j) or to the extent that the failure to own, possess, license or otherwise hold adequate rights
to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed
in Schedule 3(j), to the Company’s knowledge, none of the Company’s active and registered Intellectual Property have
expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two years from the date of this
Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except
as set forth on Schedule 3(j), there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be
expected to have a Material Adverse Effect.


 



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(k) Environmental
Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in material compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety or the
environment and with respect to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) have received all material permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in material compliance with all terms and conditions of any such permit, license or approval,
except where, in each of the three foregoing clauses, the failure to so comply or receive such approvals would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(l) Title. The
Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described
in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed
to be made of such property by the Company and any of its Subsidiaries or would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of
its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its Subsidiaries.


 


(m) Insurance. The
Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company
and its Subsidiaries are engaged. To the Company’s knowledge, neither the Company nor any such Subsidiary has been refused
any insurance coverage sought or applied for and neither the Company nor any such Subsidiary, to the Company’s knowledge,
will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse
Effect.


 


(n) Regulatory
Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted,
and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification
of any such material certificate, authorization or permit.


 


(o) Tax Status. The
Company and each of its Subsidiaries has made or filed all federal and state income and all other material tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid and unreported taxes or
filed valid extensions) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books reserves reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. To the Company’s knowledge, there are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction.


 



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(p) Transactions
With Affiliates. Except as set forth on Schedule 3(p) and other than the grant or exercise of stock options or any other
equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule 3(c) or
in the SEC Documents, none of the officers, directors or employees of the Company is presently a party to any transaction with
the Company or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses
incurred on behalf of the Company), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a material interest or is an officer, director, trustee or general partner.


 


(q) Application
of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date
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 Certificate of Incorporation
or the laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could
become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the
Company’s issuance of the Securities and the Buyer’s ownership of the Securities.


 


(r) Registration
Statement. The Shelf Registration Statement (as defined in Section 4(a) hereof) has been declared effective by the SEC,
and no stop order has been issued or is pending or, to the knowledge of the Company, threatened by the SEC with respect thereto. As
of the date hereof, the Company has a dollar amount of securities registered and unsold under the Shelf Registration Statement,
which is not less than the sum of the Securities.


 


	 	4.	COVENANTS.


 


(a) Filing
of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act,
file a Current Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby if required under federal securities
law. The Company shall file by the required date a prospectus supplement to the Company’s existing shelf registration
statement on Form S-3 (File No. 333-213766, the “Shelf Registration Statement”) covering the sale of the Purchase
Shares (the “Prospectus Supplement”) in accordance with the terms of the Agreement. The Company shall use
commercially reasonable efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under the 1933
Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the
Shelf Registration Statement (which shall be understood to include the inability of the Company to immediately register sales of
Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction
I.B.6 of Form S-3), or (ii) the date on which all the Securities have been sold under this Agreement. The Shelf Registration
Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus
Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


(b) Blue Sky.
The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify (i) the
sale of the Securities to the Buyer under this Agreement and (ii) any subsequent sale of the Securities by the Buyer, in each case,
under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested
by the Buyer from time to time, and shall provide evidence of any such action so taken to the Buyer.


 



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(c) Listing. The
Company shall promptly secure the listing of all of the Securities upon each national securities exchange and automated quotation
system that requires an application by the Company for listing, if any, upon which shares of Common Stock are then listed (subject
to official notice of issuance) and shall maintain such listing, so long as any other shares of Common Stock shall be so listed. The
Company shall use its commercially reasonable efforts to maintain the Common Stock’s listing on the Principal Market. Neither
the Company nor any of its Subsidiaries shall take any action that would be reasonably expected to result in the delisting or suspension
of the Common Stock on the Principal Market, unless the Common Stock is immediately thereafter traded on the New York Stock Exchange,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Capital Market, or the OTCQB or OTCQX market places of the OTC Markets. The
Company shall pay all fees and expenses in connection with satisfying its obligations under this Section.


 


(d) [Intentionally
Omitted.];


 


(e) [Intentionally
Omitted.];


 


(f) Due Diligence. The
Buyer shall have the right, from time to time as the Buyer may reasonably deem appropriate, to perform reasonable due diligence
on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and its officers
and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable request by the
Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request made by the Buyer
in connection with (i) the filing of the prospectus supplement described in Section 4(a) hereof and (ii) the Commencement; provided,
however, that at no time is the Company required to disclose material nonpublic information to the Buyer or breach any obligation
of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client privilege. Each
party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential
Information of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated
hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party
and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other
party.


 


	 	5.	TRANSFER AGENT INSTRUCTIONS.


 


All of the Purchase
Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. 


 


	 	6.	CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.


 


The right of the Company
hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following conditions on or before
the Purchase Date (the date that the Company may begin sales of Purchase Shares):


 


	 	(a)	The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company;


 


	 	(b)	The representations and warranties of the Buyer shall be true and correct as of the Purchase Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Purchase Date, and the Company shall have received a certificate, executed by a duly authorized officer of the Buyer, dated as of the Purchase Date, to the foregoing effect; and


 



    	 	9	 



     

    




	 	(c)	The Prospectus Supplement shall have been delivered to the Buyer and no stop order with respect to the registration statement covering the sale of shares to the Buyer shall be pending or threatened by the SEC.


 


	 	7.	CONDITIONS TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SHARES OF COMMON STOCK.


 


The obligation of
the Buyer to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or
before the Purchase Date:


 


(a) The Company shall
have executed each of the Transaction Documents and delivered the same to the Buyer;


 


(b) Buyer shall have
accepted, in Buyer’s sole discretion, the purchase of the Purchase Shares;


 


(c) The Common Stock
shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365
days suspended by the SEC or the Principal Market, other than a general halt in trading in the Common Stock by the Principal Market
under halt codes indicating pending or released material news, and the Securities shall be approved for listing upon the Principal
Market;


 


(d) The Buyer shall
have received the opinion of the Company’s legal counsel dated as of the Purchase Date in customary form and substance;


 


(e) The representations
and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations
and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall
be true and correct without further qualification) as of the date of this Agreement and as of the Purchase Date as though made
at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all
material respects as of such specific date) and the Company shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with
by the Company at or prior to the Purchase Date. The Buyer shall have received a certificate, executed by the CEO of the Company,
dated as of the Purchase Date, to the foregoing effect in the form attached hereto as Exhibit A;


 


(f) The Board of Directors
of the Company or a duly authorized committee thereof shall have adopted resolutions substantially in the form attached hereto
as Exhibit B which shall be in full force and effect without any amendment or supplement thereto as of the Purchase
Date;


 


(g) [Intentionally
Omitted.];


 


(h) [Intentionally
Omitted.];


 


(i) [Intentionally
Omitted.];


 


(j) [Intentionally
Omitted.];


 


(k) [Intentionally
Omitted.];


 



    	 	10	 



     

    




(l) The Shelf Registration
Statement shall have been declared effective under the 1933 Act by the SEC and no stop order with respect thereto shall be pending
or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus
supplement, dated and current as of the Purchase Date, to be used in connection with any issuances of any Purchase Shares to the
Buyer, and to be filed by the Company on the Purchase Date pursuant to Rule 424(b). The Company shall have made all filings
under all applicable federal and state securities laws necessary to consummate the issuance of the Purchase Shares pursuant to
this Agreement in compliance with such laws;


 


(m) No Event of Default
has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;


 


(n) On or prior to
the Purchase Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer,
in order to render inapplicable any control share acquisition, business combination, stockholder rights plan or poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the
laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, that is or could become
applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s
issuance of the Securities and the Buyer’s ownership of the Securities; and


 


(o) The Company shall
have provided the Buyer with the information reasonably requested by the Buyer in connection with its due diligence requests made
prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(f) hereof.


 


	 	8.	INDEMNIFICATION.


 


In consideration of
the Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and
hold harmless the Buyer and all of its affiliates, members, officers, directors, and employees, and any of the foregoing person’s
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether
any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement
or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from (A)
a breach of any of the Buyer’s representations and warranties, covenants or agreements contained in this Agreement, or (B)
the gross negligence, bad faith or willful misconduct of the Buyer or any other Indemnitee. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 



    	 	11	 



     

    




	 	9.	EVENTS OF DEFAULT.


 


An “Event
of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a) during any period
in which the effectiveness of any registration statement is required to be maintained pursuant to the terms of the Agreement, the
effectiveness of such registration statement lapses for any reason (including, without limitation, the issuance of a stop order)
or is unavailable to the Company for sale of all of the Securities to the Buyer in accordance with the terms of the Agreement,
and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of
thirty (30) Business Days in any 365-day period, which is not in connection with a post-effective amendment to any such registration
statement or the filing of a new registration statement; provided, however, that in connection with any post-effective amendment
to such registration statement or filing of a new registration statement that is required to be declared effective by the SEC,
such lapse or unavailability may continue for a period of no more than thirty (30) consecutive Business Days, which such period
shall be extended for an additional thirty (30) Business Days if the Company receives a comment letter from the SEC in connection
therewith;


 


(b) the suspension
from trading or failure of the Common Stock to be listed on a Principal Market for a period of three (3) consecutive Business Days;


 


(c) the delisting
of the Common Stock from the Principal Market, and the Common Stock is not immediately thereafter trading on the New York Stock
Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin
Board or the OTCQB marketplace or OTCQX marketplace of the OTC Markets Group;


 


(d) the failure for
any reason by the Transfer Agent to issue Purchase Shares to the Buyer on the Commencement date;


 


(e) the Company’s
breach of any representation or warranty (as of the dates made), covenant or other term or condition under any Transaction Document
if such breach would reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant
which is reasonably curable, only if such breach continues uncured for a period of at least five (5) Business Days;


 


(f) if any Person
commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g) if the Company
pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order
for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its creditors or (E) becomes insolvent;


 


(h) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company
or any Subsidiary; or


 


(i) if at any time
after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval is obtained pursuant to Section
1(h) hereof. The Exchange Cap shall be deemed to be reached at such time if the issuance of such shares of Common Stock would
exceed the number of shares of Common Stock which the Company may issue under this Agreement without breaching the Company’s
obligations under the rules or regulations of the Principal Market.


 


In addition to any other rights and remedies
under applicable law and this Agreement, including the Buyer termination rights under Section 11(k) hereof, so long as an Event
of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an Event of Default,
has occurred and is continuing, the Company may not request the Buyer to purchase any shares of Common Stock under this Agreement. 


 



    	 	12	 



     

    




	 	10.	CERTAIN DEFINED TERMS.


 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a) “1933
Act” means the Securities Act of 1933, as amended.


 


(b) [Intentionally
Omitted.].


 


(c) “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(d) “Business
Day” means any day on which the Principal Market is open for trading during normal trading hours (i.e., 9:30 a.m. to
4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period of time less than the
customary time.


 


(e) [Intentionally
Omitted.];


 


(f) “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, protocols, development
plans, commercialization plans, compounds, formulations, preclinical study and clinical trial results, plant and equipment), which
is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally
shall be considered Confidential Information if such information is expressly identified as Confidential Information at the time
of such initial disclosure and confirmed in writing as being Confidential Information within ten (10) Business Days after the initial
disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential
Information shall not, however, include any information which (i) was publicly known and made generally available in the public
domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already
in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without
a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without
use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence
in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the
receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.


 


(g) “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(h) [Intentionally
Omitted.]


 


(i) “Person”
means an individual or entity including any limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


(j) “Principal
Market” means the Nasdaq Global Market; provided however, that in the event the Company’s Common Stock is ever
listed or traded on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the Nasdaq Global Market, the NASDAQ
Capital Market, the OTC Bulletin Board or either of the OTCQB Marketplace or the OTCQX marketplace of the OTC Markets Group, then
the “Principal Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed
or traded.


 


(k) [Intentionally
Omitted.]


 


(l) “Purchase
Date” means the Business Day that the Purchase Shares are reflected in the Buyer’s brokerage account.


 



    	 	13	 



     

    




(m) [Intentionally
Omitted.];


 


(n) [Intentionally
Omitted.];


 


(o) [Intentionally
Omitted.];


 


(p) “SEC”
means the United States Securities and Exchange Commission.


 


(q) “Transfer
Agent” means the transfer agent of the Company as set forth in Section 11(f) hereof or such other person who is then
serving as the transfer agent for the Company in respect of the Common Stock.


 


(r) [Intentionally
Omitted.];


 


(s) [Intentionally
Omitted.];


 


(t) [Intentionally
Omitted.];


 


(u) [Intentionally
Omitted.];


 


(v) [Intentionally
Omitted.];


 


(w) [Intentionally
Omitted.];


 


(x) [Intentionally
Omitted.];


 


(y) [Intentionally
Omitted.];


 


	 	11.	MISCELLANEOUS.


 


(a) Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Kansas shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Kansas, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Kansas or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Kansas. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in Johnson County, Kansas, for the adjudication of
any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b) Counterparts. This
Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction) signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction)
signature.


 



    	 	14	 



     

    




(c) Headings. The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(d) Severability. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e) Entire
Agreement. This Agreement shall supersede all other prior oral or written agreements between the Buyer, the Company, their
affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction
Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied
on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in this Agreement.


 


(f) Notices. Any
notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of both electronic
messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


If to the Company:


 





	Skyline Medical, Inc.
	2915 Commers Drive, Suite 900
	Eagan, Minnesota 55121
	Telephone:	651-389-4800
	Facsimile: 	___________
	Attention:	Bob Myers, Chief Financial Officer
	Email:	bmyers@skylinemedical.com







 


With a copy (which
shall not constitute notice) to:


 





	Maslon LLP
	3300 Wells Fargo Center
	90 South Seventh Street
	Minneapolis, MN 55402
	Telephone:	(612) 672-8200
	Facsimile:	(612) 642-8200 
	Attention:	Martin R. Rosenbaum, Esq.
	Email:	martin.rosenbaum@maslon.com







 


If to the Buyer:


 





	____________
	____________
	____________
	Telephone:         
	Facsimile:          
	Attention:          
	Email:                



 



    	 	15	 



     

    




or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by
the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated by the sender’s
electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Buyer, including by merger or consolidation; provided, however, that any transaction, whether by merger, reorganization,
restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction,
shall not be deemed a succession or assignment. The Buyer may not assign its rights or obligations under this Agreement.


 


(h) No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(i) Publicity. The
Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on
behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement
or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the
Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions
as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer in connection with
any such press release or other public disclosure at least one (1) Business Day prior to its release. The Buyer must be provided
with a copy thereof at least one (1) Business Day prior to any release or use by the Company thereof.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


(k) Termination. This
Agreement may be terminated only as follows:


 


(i) By
the Buyer any time an Event of Default exists, without any liability or payment to the Company. However, if pursuant to or
within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the
Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors, (any of which would be an Event of Default as described in Sections 9(f), 9(g) and
9(h) hereof) this Agreement shall automatically terminate without any liability or payment to the Company without further action
or notice by any Person. No such termination of this Agreement under this Section 11(k)(i) shall affect the Company’s
or the Buyer’s obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases under this Agreement.


 



    	 	16	 



     

    




(ii) [Intentionally
Omitted.];


 


(iii) In
the event that the purchase of the Securities shall not have occurred within ten (10) Business Days of the date of this Agreement.


 


(iv) [Intentionally
Omitted.];


 


(v) [Intentionally
Omitted.];


 


(vi) [Intentionally
Omitted.];


 


No termination of this Agreement
shall affect the Company’s or the Buyer’s rights or obligations under the Agreement which shall survive any such termination
in accordance with its terms or with respect to pending purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.


 


(l) No Financial
Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has not engaged any
financial advisor, placement agent, broker or finder, other than Dawson James Securities, Inc., in connection with the transactions
contemplated hereby. The Buyer represents and warrants to the Company that it has not engaged any financial advisor, placement
agent, broker or finder in connection with the transactions contemplated hereby. Each party shall be responsible for the payment
of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder engaged by such party relating
to or arising out of the transactions contemplated hereby. Each party shall pay, and hold the other party harmless against,
any liability, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses) arising in connection
with any such claim.


 


(m) No Strict
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


(n) Failure
or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


*      *      *      *    
  *


 


 


 


 



    	 	17	 



     

    




IN WITNESS WHEREOF, the
Buyer and the Company have caused this Common Stock Purchase Agreement to be duly executed as of the date first written above.


 





	 	THE COMPANY:
	 	 	 	 
	 	SKYLINE MEDICAL, INC.
	 	 	 
	 	By:	 	 
	 	Name: Bob Myers	 
	 	Title:  Chief Financial Officer
	 	 	 	 
	 	BUYER:
	 	 	 	 
	 	____________
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 
	 	Title: 	 







 


 


 


 


 


 


 


 


 



    	 	18	 



     

    




SCHEDULES


 


	Schedule 3(a)	 	Subsidiaries
	 	 	 
	 	 	 
	Schedule 3(c)	 	Capitalization
	 	 	 
	 	 	 
	Schedule 3(e)	 	Conflicts
	 	 	 
	 	 	 
	Schedule 3(f)	 	1934 Act Filings
	 	 	 
	 	 	 
	Schedule 3(g)	 	Material Changes
	 	 	 
	 	 	 
	Schedule 3(h)	 	Litigation
	 	 	 
	 	 	 
	Schedule 3(j)	 	Intellectual Property
	 	 	 
	 	 	 
	Schedule 3(l)	 	Title
	 	 	 
	 	 	 
	Schedule 3(p)	 	Transactions with Affiliates


 


 


 


 



    	 	19	 



     

    




EXHIBIT A


 


OFFICER’S CERTIFICATE


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase
Agreement dated as of November 25, 2016 (the “Common Stock Purchase Agreement”), by and between SKYLINE
MEDICAL, INC., a Delaware corporation (the “Company”), and ____________, a ____________
(the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in
the Common Stock Purchase Agreement.


 


The undersigned of
the Company, hereby certifies as follows:


 


1. I am
the Chief Financial Officer of the Company and make the statements contained in this Certificate in my capacity as such;


 


2. The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 3 of the Common Stock Purchase Agreement, in which
case, such representations and warranties are true and correct without further qualification) as of the date when made and as of
the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date);


 


3. The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


4. The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this day of November 25, 2016.


 





	 	 	 
	 	Name: Bob Myers
	 	Title: Chief Financial Officer







 


The undersigned as
Secretary of SKYLINE MEDICAL, INC., a Delaware corporation, hereby certifies that is the duly elected, appointed, qualified
and acting of the Company and that the signature appearing above is his/her genuine signature.


 





	 	 	 
	 	Secretary


 


 


 



    	 	20	 



     

    




EXHIBIT B


 


COMPANY RESOLUTION


 


FOR SIGNING PURCHASE AGREEMENT


 


WHEREAS, management
has reviewed with the Board of Directors the background, terms and conditions of the transactions subject to the Common Stock Purchase
Agreement (the “Purchase Agreement”) by and between the Company and ____________ (“Buyer”),
on November 25, 2016, including all materials terms and conditions of the transactions subject thereto, providing for the purchase
by Buyer of the Purchase Shares and Warrants (as defined in the Purchase Agreement); and


 


WHEREAS, after careful
consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the Board of Directors,
the Board of Directors has determined that it is advisable and in the best interests of the Company to engage in the transactions
contemplated by the Purchase Agreement, including, but not limited to, the issuance and the sale of shares of Purchase Shares and
Warrants to Buyer as provided in the Purchase Agreement (the “Securities”).


 


Transaction Documents


 


NOW, THEREFORE, BE
IT RESOLVED, that the transactions described in the Purchase Agreement are hereby approved and the Chief Executive Officer, the
Chief Financial Officer and the General Counsel of the Company (the “Authorized Officers”) are severally authorized
to execute and deliver the Purchase Agreement in substantially the form attached as Exhibit A hereto, and any
other agreements or documents contemplated thereby, in substantially the form attached as Exhibit B hereto providing
for the registration of the issuance and/or sale of shares of Common Stock to Buyer under the Purchase Agreement, with such amendments,
changes, additions and deletions as the Authorized Officers may deem to be appropriate and approve on behalf of the Company, such
approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 


Issuance of Common Stock


 


FURTHER RESOLVED,
that the Company is hereby authorized to issue shares of the Securities with an aggregate purchase price of $661,112.46 under the
Purchase Agreement, at a price per share in accordance with the terms of the Purchase Agreement, provided that
the number of shares of Common Stock issued pursuant to the Purchase Agreement (including all Purchase Shares) shall not exceed
19.99% of the Company’s outstanding shares of Common Stock as of the date hereof without the affirmative consent of the stockholders;
and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, including payment therefor, the Purchase Shares
will be duly authorized, validly issued, fully paid and non-assessable; and


 


Prospectus Supplement


 


FURTHER RESOLVED,
that the Authorized Officers are hereby authorized, in the name and on behalf of the Company:


 


	 	1.	to prepare, execute and file with the Securities and Exchange Commission (the “SEC”) such prospectus supplements, including any preliminary or final prospectus supplement, to the Company’s Registration Statement on Form S-3 on file with the SEC (File No. 333-213766) (the “Shelf S-3 Registration Statement”) and the prospectus included therein and such additional documents, including any free writing prospectuses, as the Authorized Officer so acting may determine, in his or her sole discretion, to be necessary, appropriate or desirable in connection with the transactions pursuant to the Purchase Agreement, such determination to be conclusively evidenced by the execution and filing of such prospectus supplements, prospectuses or additional documents; and


 



    	 	21	 



     

    




	 	2.	to prepare, execute and file with the SEC one or more additional registration statements on Form S-3 relating to the registration under the Securities Act of any Securiites that were not registered pursuant to the Shelf S-3 Registration Statement, if required; and



 

Proceeds


 


FURTHER RESOLVED,
that following the sale of the Securities, it is the intention of the Company (a) to continue to be primarily
engaged in its principal line of business (the “Company Business”); (b) to employ the proceeds of the
sale of the Securities in the Company Business; and (c) as soon as is reasonably possible, but in any event within one year from
the closing of any sale of Securities, to have invested the proceeds of such sale not theretofore expended in the Company Business
in a manner consistent with their preservation for future use in the Company Business and with the Company not being an “investment
company” as defined in the Investment Company Act of 1940, as amended; and


 


Transfer Agent and Registrar


 


FURTHER RESOLVED,
that for the purpose of the original issuance of the Securities in accordance with the foregoing resolutions, Corporate Stock Transfer,
Inc. (the “Transfer Agent”) is hereby authorized to issue, countersign and register such certificates as may
be required for such issuance and to deliver such stock certificates in accordance with the instructions of an Authorized Officer,
or to cause any such Securities to be delivered through electronic book entry; and that if the Transfer Agent requires a prescribed
form of preambles or resolutions relating to the foregoing, each such preamble or resolution is hereby adopted by the Board, and
the Secretary or any Assistant Secretary of the Company is hereby authorized to certify the adoption of any such preamble or resolution
and to insert all such preambles and resolutions in the minute book of the Company immediately following this resolution; and


 


Listing of Shares on the Nasdaq


 


FURTHER RESOLVED,
that the Authorized Officers, with the assistance of counsel be, and each of them hereby is, authorized and directed to take all
necessary steps and do all other things necessary and appropriate to effect the listing of the Securities on the Nasdaq including,
if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees; and


 


State Securities Laws


 


FURTHER RESOLVED,
that it is desirable and in the best interests of the Company that its Common Stock be qualified or registered for sale, to the
extent required by law, in various states and other jurisdictions, and that the Authorized Officers are each hereby authorized
and directed to determine the states and other jurisdictions in which appropriate action shall be taken to (i) qualify or register
for sale all or such part of such Common Stock and (ii) register the Company as a dealer or broker; that the Authorized Officers
be, and hereby are, authorized to perform on behalf of the Company any and all such acts as the officer so acting may deem necessary
or advisable in order to comply with the applicable laws of any such states and other jurisdictions, and in connection therewith
to execute, affix the Company’s seal to and file all requisite papers and documents, including, without limitation, applications,
resolutions, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that execution
by any of the Authorized Officers of any such paper or document or the doing by any of the Authorized Officers of any act in connection
with the foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Company and the
approval and ratification by the Company of the papers and documents so executed and the action so taken; and


 



    	 	22	 



     

    




FURTHER RESOLVED,
that if the securities or “blue sky” laws of any of the states or other jurisdictions in which any of the Authorized
Officers deem it necessary or advisable to qualify or register for sale all or part of the Common Stock or to register the Company
as a dealer or broker, or any authority administering such laws, requires a prescribed form of preambles or resolutions relating
to such sale or to any application, statement, instrument or other document connected therewith, each such preamble or resolution
is hereby adopted by the Board, and the Secretary or any Assistant Secretary of the Company is hereby authorized to certify the
adoption of any such preamble or resolution to any party who may so request and to insert all such preambles and resolutions in
the minute book of the Company immediately following these resolutions; and


 


Approval of Actions


 


FURTHER RESOLVED,
that the Company be and hereby is authorized to enter into any and all amendments to its agreements with, or obtain any and all
waivers from, (i) the holders of any outstanding securities of the Company and (ii) any other entity, as may be necessary or desirable
to effectuate the events and transactions contemplated by these resolutions; and


 


FURTHER RESOLVED,
that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed
on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel,
to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and


 


FURTHER RESOLVED,
that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of
the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered
all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings
and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect
the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director
of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified
and confirmed in all respects.


 


 


 


 


 


[Signature page to follow]


 


 


 


 


 


 


 


 


 


 



    	 	23	 



     

    




 


 


 


 


Dated: November 25, 2016


 


 





	 	 
	Bob Myers	 
	 	 
	 	 
	 	 
	Carl Schwartz	 
	 	 
	 	 
	 	 
	Thomas J. McGoldrick
	 	 
	 	 
	 	 
	Andrew P. Reding







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	24	 



     

    

 


EXHIBIT C


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	25	 



     

    

 


EXHIBIT D


 


 


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


26