Exhibit 10.2





 


Execution Version







 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of November 28, 2017, is by and among Skyline Medical Inc., a Delaware corporation (the
“Company”), and the undersigned buyer (the “Buyer”).


 


RECITALS


 


A. In connection with the Securities Purchase
Agreement by and between the parties hereto, dated as of November 28, 2017 (the “Securities Purchase Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
the Buyer (i) the Series C Preferred Shares (as defined in the Securities Purchase Agreement), which will be convertible into Conversion
Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Certificate of Designation (as defined
in the Securities Purchase Agreement) and (ii) the Warrants (as defined in the Securities Purchase Agreement), which will be exercisable
or exchangeable to purchase Warrant Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the
Warrants.


 


B. To induce the Buyer to consummate the transactions
contemplated by the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	Definitions.



 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:


 


(a)                
“Business Day” means any day other than (i) Saturday, Sunday or any other day on which commercial banks
in New York, New York are authorized or required by law to remain closed or , (ii) with respect to dates on which filings are required
to be made with the SEC, any day on which the SEC is not open and available to accept filings.


 


(b)                
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement with respect to
the Closing (as defined in the Securities Purchase Agreement).


 


(c)                
“Effective Date” means the date that the applicable Registration Statement has been declared effective
by the SEC.


 


(d)                
“Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required to be
filed pursuant to Section 2(a), the earlier of the (A) 45th calendar day after the Closing Date and (B) 5th Business Day after
the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will
not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 45th calendar day following the date
on which the Company was required to file such additional Registration Statement and (B) 5th Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review.


 






    

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(e)                
“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant
to Section 2(a), the 15th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that
may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such
additional Registration Statement pursuant to the terms of this Agreement. Notwithstanding the foregoing or anything to the contrary
herein, if the Filing Deadline falls on a weekend or Federal holiday, the Filing Deadline shall be on the next succeeding Business
Day.


 


(f)                 
“Investor” means the Buyer or any transferee or assignee of any Registrable Securities, Series C Preferred
Shares or Warrants, as applicable, to whom the Buyer assigns its rights under this Agreement and who agrees to become bound by
the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee
of any Registrable Securities, Series C Preferred Shares or Warrants, as applicable, assigns its rights under this Agreement and
who agrees to become bound by the provisions of this Agreement in accordance with Section 9.


 


(g)                
“Initial Required Registration Amount” means of the sum of (i) the number of Conversion Shares equal
to the 19.9% Limitation Amount (as defined in the Certificate of Designation and adjusted from time to time pursuant to the terms
therein) as if such Conversion Shares were issued and outstanding, and (ii) 100% of the initial number of Warrant Shares issued
and issuable pursuant to the Warrants (or the number of Warrant Shares so issued and issuable as of the filing of the Initial Registration
Statement, if more).


 


(h)                
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
or any other entity of any kind or nature whatsoever, a trust, an unincorporated organization or a government or any department
or agency or portion thereof.


 


(i)                  
“register,” “registered,” and “registration” refer to a registration
effected by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and
the declaration of effectiveness of such Registration Statement(s) by the SEC.


 


(j)                 
“Registrable Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any capital
stock of the Company issued or issuable with respect to the Series C Preferred Shares, the Conversion Shares, the Warrants or the
Warrant Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or
exchanged and shares of capital stock of a successor to the Company into which the shares of Common Stock are converted or exchanged,
in each case, without regard to any limitations on conversion of the Series C Preferred Shares or exercise or exchange of the Warrants.


 


(k)                
“Registration Statement” means a registration statement or registration statements of the Company filed
under the 1933 Act covering Registrable Securities (and the term “Initial Registration Statement” shall mean
the first Registration Statement filed pursuant to this Agreement).


 


(l)                  
“Required Holders” means the Buyer.


 


(m)              
“Required Registration Amount” means the sum of the maximum number of Conversion Shares issued and issuable
pursuant to the Series C Preferred Shares and the maximum number of Warrant Shares issued and issuable pursuant to the Warrants,
in each case, as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (taking
into account the 19.9% Limitation Amount restriction on conversion of the Series A Preferred Shares (as defined in the Certificate
of Designation and adjusted from time to time pursuant to the terms therein), but without taking into account any other limitations
on the conversion of the Series C Preferred Shares or the exercise or exchange of the Warrants set forth therein).


 


(n)                
“Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from
time to time, or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration.


 






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(o)                
“Rule 415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from
time to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous
or delayed basis.


 


(p)                
“SEC” means the United States Securities and Exchange Commission or any successor thereto.


 


		2.	Registration.



 


(a)                
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing
Deadline, file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities,
provided that such Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal
to the Initial Required Registration Amount as of the date such Registration Statement is initially filed with the SEC (together
with such other number of shares of Common Stock constituting Registrable Securities as may be registered thereunder pursuant to
Rule 416 or otherwise), provided further that if Form S-3 is unavailable for such a registration, the Company shall use such other
form as is required by Section 2(c). Such Initial Registration Statement, and each other Registration Statement required to be
filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holders) the “Selling
Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit
B. The Company shall use its commercially reasonable efforts to have such Initial Registration Statement, and each other
Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable,
but in no event later than the applicable Effectiveness Deadline for such Registration Statement.


 


(b)                
Legal Counsel. Subject to Section 5 hereof, Esousa Holdings LLC (“Esousa”) shall have the right
to select one (1) legal counsel to review and oversee, solely on its behalf and at its cost and expense, any registration pursuant
to this Section 2 (“Legal Counsel”), which shall be McDermott Will & Emery LLP or such other counsel as
thereafter designated by Esousa.


 


(c)                
Ineligibility to Use Form S-3. In the event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate
form reasonably acceptable to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form
S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements
then in effect and the availability for use of each prospectus contained therein until such time as a Registration Statement on
Form S-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained
therein is available for use or, if sooner, the expiration of the Registration Period.


 


(d)                
Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement
is insufficient to cover from time to time the Required Registration Amount, the Company shall amend such Registration Statement
(if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both,
so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of
such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15)
days after the necessity therefor arises (but taking account of the position of the staff of the SEC (the “Staff”)
with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration
Statement (as the case may be) to be filed with the SEC). The Company shall use its commercially reasonable efforts to cause such
amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon
as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for
such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement
shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common
Stock available for resale under the applicable Registration Statement is less than the Required Registration Amount as of such
time.


 






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(e)                
Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration
Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the
Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement
(a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording
each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed
to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by
the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”)
(it being understood that if on the Business Day immediately following the Effective Date for such Registration Statement the Company
shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance
with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have
satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the Effective
Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement
cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration
Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration
Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market (as defined
in the Securities Purchase Agreement), or a failure to register a sufficient number of shares of Common Stock or by reason of a
stop order) or the prospectus contained therein is not properly available for use for any reason (a “Maintenance Failure”),
or (iii) a Registration Statement is not effective for any reason or the prospectus contained therein is not properly available
for use for any reason, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such
that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”)
as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including,
without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in,
or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies
available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement
an amount in cash or stock equal to one-and-one-half percent (1.5%) of such Investor’s total committed purchase price for
Series C Preferred Shares pursuant to the Securities Purchase Agreement (i.e., 1.5% of $1,300,000, or $19,500) (1) on the date
of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2)
on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure
until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current
Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time
that such public information is no longer required pursuant to Rule 144 (in each case, pro-rated for periods totaling less than
thirty (30) days); provided that the maximum number of monthly payments pursuant to a Filing Failure, an Effectiveness Failure
or a Maintenance Failure made by the Company pursuant to this sentence shall be six (6) payments (each in an amount equal to one-and-one-half
percent (1.5%) of such Investor’s total committed purchase price for Series C Preferred Shares pursuant to the Securities
Purchase Agreement). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are
referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any
particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the
foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary
of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In
the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration
Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full.
Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor: (i) with respect to a Filing Failure,
an Effectiveness Failure, a Maintenance Failure or a Current Public Information Failure, for any period after the date on which
Buyer may conduct a resale of all of its Registrable Securities in reliance on a valid exemption from registration in accordance
with Rule 144 and (ii) with respect to any Registrable Securities excluded from a Registration Statement by election of an Investor.


 


(f)                 
Offering. Notwithstanding anything to the contrary contained in this Agreement, the Company agrees with Buyer that
each Registration Statement required to become effective hereunder shall become effective and be used for resales by the Investors
such that it does not constitute and is not deemed to constitute an offering of securities by, or on behalf of, the Company, and
that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each
Investor) without being named therein as an “underwriter” (except to the extent provided in a “Plan of Distribution”
section of a Registration Statement in substantially the form attached hereto as Exhibit B).


 






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(g)                
Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase
Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained
therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating
to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form
S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination
and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing,
the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests
to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this
Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the
subject of a then-effective Registration Statement.


 


(h)                
No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required Holders. Until the Applicable Date (as defined
in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any
of its security holders and the Company shall not file any other registration statement until such time.


 


		3.	Related Obligations.



 


The Company shall use its commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof,
and, pursuant thereto, the Company shall have the following obligations:


 


(a)                
The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities
(but in no event later than the applicable Filing Deadline) and use its commercially reasonable efforts to cause such Registration
Statement to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline).
The Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant
to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices)
at all times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required
to be covered by such Registration Statement without restriction pursuant to Rule 144 (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date
on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed
and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)
and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration
Statement (1) 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 the case of prospectuses, in the light of the circumstances in which they
were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to
the extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within
one (1) Business Day after the later of the date that (i) the Company learns that no review of a particular Registration Statement
will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be)
and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be promptly sought), a request
for acceleration of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after
the submission of such request.


 


(b)                
The Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments)
and supplements to each Registration Statement and the prospectus used in connection with each such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration
Statement effective at all times during the Registration Period for such Registration Statement, and, during such period, comply
with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided,
however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with
the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to
the applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments
and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation,
pursuant to this Section 3(b)) by reason of the Company filing a report on Form 20-F or any similar or successor report under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report
by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement.


 






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(c)                
The Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least five (5)
Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including,
without limitation, the prospectus contained therein) (except for Annual Reports on Form 20-F, Report of Foreign Private Issuer
on Form 6-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B)
not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The
Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement
thereto or to any prospectus contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably
withheld. The Company shall promptly furnish to Legal Counsel without charge, (i) copies of any correspondence from the SEC or
the Staff to the Company or its representatives relating to each Registration Statement, provided that such correspondence shall
not contain any material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities
Purchase Agreement), (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement,
one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company
shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3.


 


(d)                
The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement,
without charge and if requested by an Investor, (i) after the same is prepared and filed with the SEC, one (1) copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each
Registration Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents,
including, without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time
to time in order to facilitate the disposition of the Registrable Securities owned by such Investor; provided, that the Company
shall have no obligation to provide any document pursuant to this clause that is available on the SEC’s EDGAR system.


 


(e)                
The Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such
other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in
those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period,
and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, the Company shall not be required in connection therewith or as a condition thereto to (y) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e) or (z) subject itself to general
taxation in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 






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(f)                 
The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable
after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in
no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and
promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such
untrue statement or omission and deliver such number of copies of such supplement or amendment to Legal Counsel and each Investor
as Legal Counsel, legal counsel for each other Investor or such Investor may reasonably request. The Company shall also promptly
notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight
mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment
will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority
for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related prospectus.
The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement
or any amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered
to the SEC no later than five (5) days after the receipt thereof).


 


(g)                
The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension
of effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification,
or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii)
notify Legal Counsel and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)                
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws or delivered to the Company
for the purpose of inclusion in a Registration Statement, (ii) the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement
pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to
the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such
Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


(i)                  
Without limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its commercially
reasonable efforts either to cause all of the Registrable Securities covered by each Registration Statement to be listed on each
securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing
of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if, despite the Company’s commercially
reasonable efforts to satisfy the preceding clause (i) the Company is unsuccessful in satisfying the preceding clause (i), without
limiting the generality of the foregoing, to use its commercially reasonable efforts to arrange for at least two market makers
to register with the Financial Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities.


 






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(j)                 
The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable,
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts
(as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may
request.


 


(k)                
If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and, (i)
incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included
therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably
requested by an Investor holding any Registrable Securities.


 


(l)                  
The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate
the disposition of such Registrable Securities.


 


(m)              
The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90)
days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by,
the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s
fiscal quarter next following the applicable Effective Date of each Registration Statement.


 


(n)                
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations
of the SEC in connection with any registration hereunder.


 


(o)                
Within one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by
the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(p)                
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of
its Registrable Securities pursuant to each Registration Statement.


 


		4.	Obligations of the Investors.



 


(a)                
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall
notify each Investor in writing of the information the Company seeks from each such Investor with respect to such Registration
Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of a particular Investor (including any determination of the occurrence of a Filing
Failure, Effectiveness Failure or Maintenance Failure) that such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it,
as shall be reasonably required, in the good faith judgment of such Investor, to effect and maintain the effectiveness of the registration
of such Registrable Securities


 


(b)                
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice
that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(b), the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has
entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event
of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.


 






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(c)                
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


		5.	Expenses of Registration.



 


All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any)
and fees and disbursements of counsel for the Company shall be paid by the Company. If the Company receives more than one round
of SEC comments with respect to the Initial Registration Statement, the Company shall pay to Buyer a non-refundable amount equal
to $15,000 in respect of the review to be conducted by Legal Counsel of such Registration Statement. From time to time thereafter,
the Company shall also reimburse Buyer (within 10 business days of request by B) for further fees and disbursements of Legal Counsel
in connection with such SEC review and clearance of such Registration Statement and any additional registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement or otherwise for expenses of counsel in connection with the matters covered by this
Agreement (which amount of $15,000 shall be credited against any such fees and disbursements to be so reimbursed).


 


		6.	Indemnification.



 


(a)                
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor
and each of its directors, officers, managers, shareholders, members, partners, employees, agents, advisors, representatives (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or
any other title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each
of the directors, officers, managers, shareholders, members, partners, employees, agents, advisors, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the
1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”) unless such Violations are based primarily upon
a breach of Investor’s representations, warranties, or covenants under the Transaction Documents or any violations by Investor
of state or federal securities laws or any conduct by Investor which constitutes fraud, gross negligence or willful misconduct.
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.
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement
thereto and (ii) shall not be available to a particular Investor to the extent such Claim is based on a failure of such Investor
to deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without
limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant
to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 






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(b)                
In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and
not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section
6(b), such Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Investors
pursuant to Section 9.


 


(c)                
Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice
of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving
a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with
any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified
Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such
counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses;
(ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory
to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such
Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the
case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have
been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person
or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the
case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying
party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense
of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party
(as the case may be). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be)
which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case
may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent;
provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified
Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and
adversely prejudiced in its ability to defend such action. Notwithstanding anything to the contrary contained above or otherwise
in this Agreement, Buyer shall be entitled, as to itself and any of its related Indemnified Parties, including without limitation
its agents and representatives, maintain the control of the defense of any action for which it (or they) may seek indemnification
hereunder, and the Company and its counsel shall fully cooperate in such defense as Buyer and its counsel may request, all at the
cost and expense of the Company, including without limitation, the attorneys’ fees and other costs and expenses of Buyer’s
and its related Indemnified Parties’ legal counsel. Any amounts for which Company is responsible pursuant to the immediately
preceding sentence shall be paid promptly to, or as directed by, Buyer from time to time, and may be offset by Buyer, at its discretion,
against any amounts from time to time owed by Buyer to the Company under the Transaction Documents.


 






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(d)                
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in
such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)                
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(f)                 
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right
of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 


		7.	Contribution.



 


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts
for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution
shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set
forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the
applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this
Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount
of any damages that such Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b),
by reason of such untrue or alleged untrue statement or omission or alleged omission.


 






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		8.	Reports Under the 1934 Act.



 


With a view to making available to the Investors
the benefits of Rule 144, the Company agrees to:


 


(a)                
make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)                
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the
1934 Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall
limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and


 


(c)                
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934
Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by
the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably
requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


		9.	Assignment of Registration Rights.



 


All or any portion of the rights under this
Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all or any portion
of such Investor’s Registrable Securities, Series C Preferred Shares or Warrants if: (i) such Investor agrees in writing
with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is,
within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name
and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration
rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the
case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under
the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company
to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made
in accordance with the applicable requirements of the Securities Purchase Agreement, the Series C Preferred Shares and the Warrants
(as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all
applicable federal and state securities laws.


 


		10.	Amendment of Registration Rights.



 


Provisions of this Agreement may be amended
only with the written consent of the Company and the Required Holders. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of
the parties to this Agreement.


 


		11.	Miscellaneous.



 


(a)                
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person
owns, or is deemed to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable Securities.


 






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(b)                
Any notices, consents, waivers 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) with respect to Section 3(c), by e-mail (provided confirmation of transmission is electronically generated and kept
on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service
with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers
and e-mail addresses for such communications shall be:


 


If to the Company:


 


Skyline Medical Inc.


2915 Commers Drive


Suite 900


Eagan, MN 55121


Telephone: (651) 389-4800


Facsimile:


Attention: Bob Myers, CFO


 


With a copy (for informational purposes only) to:


 


Maslon LLP


3300 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402


Telephone: (612) 672-8200


Facsimile: (612) 672-8397


Email: martin.rosenbaum@maslon.com


Attention: Martin R. Rosenbaum, Esq.


 


If to the Transfer Agent:


 


Corporate Stock Transfer, Inc.


3200 Cherry Creek South Drive


Suite 430


Denver, CO 80209


Telephone: (303) 282-4800


Facsimile:


Email: knaughton@corporatestock.com


Attention: Karen Naughton





 


If to Buyer, to its address, facsimile number
or e-mail address set forth below:


 


Esousa Holdings LLC


211 East 43rd Street


Suite 402


New York, NY 10017


Telephone: (646) 278-6785


Facsimile: (212) 732-1131


Email: Amy@credecg.com


Attention: Amy Talizabadeh


 






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If to Legal Counsel:



McDermott Will & Emery LLP

340 Madison Avenue

New York, NY 10017

Telephone: (212) 547-5885


Facsimile: (212) 547-5444


Attention: Robert Cohen, Esq.


 


If to a Buyer, to its address, facsimile number or e-mail address
(as the case may be) set forth on the Buyer Schedule attached to the Securities Purchase Agreement, with copies to such Buyer’s
representatives as set forth on the Buyer Schedule, or to 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 five (5) days prior to the effectiveness
of such change, provided that Legal Counsel shall only be provided notices sent to Esousa. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine or e-mail transmission containing the time, date and recipient facsimile number or e-mail
address or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


(c)                
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms
and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this
being in addition to any other remedy to which any party may be entitled by law or equity.


 


(d)                
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
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. 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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.


 


(e)                
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with, or any instrument
that any Investor received from, the Company prior to the date hereof with respect to any prior investment made by such Investor
in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any rights of or benefits to
any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and any Investor
or any instrument that any Investor received prior to the date hereof from the Company and all such agreements and instruments
shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.


 






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(f)                 
Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision
hereof be enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons
referred to in Sections 6 and 7 hereof.


 


(g)                
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and
words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(h)                
This Agreement may be executed in two 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. In the
event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf)
file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(i)                  
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 any 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.


 


(j)                 
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. Notwithstanding anything to the contrary set forth in Section
10, terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 


(k)                
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless
otherwise specified in this Agreement, by the Required Holders.


 






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(l)                  
The obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of
any other Investor under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction
Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the
Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect
to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges
that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such
obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Investor shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party
in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein
was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of
the Company and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each
provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor, solely, and
not between the Company and the Investors collectively and not between and among Investors.


 


[signature pages follow]


 






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IN WITNESS WHEREOF, Buyer and the Company
have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written
above.


 


	 	COMPANY

	 	 
	 	SKYLINE MEDICAL INC.
	 	 
	
         

        

        

        
	By:	/s/ Bob Myers
	 	 	Name: Bob Myers
	 	 	Title: Chief Financial Officer




 





 





 





 





 


 


[Signature
page to Registration Rights Agreement]











     






     


    

 


IN WITNESS WHEREOF, Buyer and the Company
have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written
above.


 


		BUYER:

	 	 
	 	ESOUSA HOLDINGS LLC
	 	 
	
         

        

        

        
	By:	/s/ Rachel Glicksman
	 	 	Name: Rachel Glicksman
	 	 	Title: Managing Member







 


 


 


 


 


[Signature page to Registration Rights Agreement]






     


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS 

OF REGISTRATION STATEMENT


 


_______________________


 


_______________________


 


_______________________


 


Attention: _____________


 


		Re:	Skyline Medical Inc.



 


Ladies and Gentlemen:


 


[We are][I am] counsel to Skyline Medical Inc.,
a company organized under the laws of the State of Delaware (the “Company”), and have represented the Company
in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered
into by and among the Company and Esousa Holdings LLC (the “Holder”) pursuant to which the Company issued to
the Holder (i) Series C Preferred Shares (the “Series C Preferred Shares”) convertible into shares of common
stock of the Company (the “Common Stock”) and (ii) warrants exercisable or exchangeable for shares of Common
Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration
Rights Agreement with the Holder (the “Registration Rights Agreement”) pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares
of Common Stock issuable upon conversion of the Series C Preferred Shares and exercise or exchange of the Warrants, under the Securities
Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-3] (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.


 


In connection with the foregoing, [we][I] advise
you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge,
after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued
or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available
for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve as our standing opinion
to you that the shares of Common Stock underlying the Series C Preferred Shares and the Warrants are freely transferable by the
Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance
or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions
dated _________ __, 20__.


 


 


	 	Very truly yours,
	 	 
	 	[ISSUER’S COUNSEL]
	 	 
	
         

        

        

        
	By:	




 


CC:[LIST NAMES OF HOLDERS]


 






     
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EXHIBIT B


 


SELLING STOCKHOLDER


 


The shares of common stock being offered by
the selling stockholder are those issuable to the selling stockholder upon conversion of the Series C Preferred Shares and exercise
or exchange of the warrants. For additional information regarding the issuance of the common stock, the Series C Preferred Shares
and the warrants, see “Private Placement of Common Stock, Series C Preferred Shares and Warrants” above. We are registering
the shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time. Except
for the ownership of the Series C Preferred Shares and the warrants issued pursuant to the Securities Purchase Agreement, the selling
stockholder has not had any material relationship with us within the past three years.


 


The table below lists the selling stockholder
and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholder. The
second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its respective
ownership of shares of common stock, Series C Preferred Shares and warrants, as of ________, 2017, assuming conversion of the Series
C Preferred Shares and exercise or exchange of the warrants held by such selling stockholder on that date but taking account of
any limitations on conversion and exercise or exchange set forth therein.


 


The third column lists the shares of common
stock being offered by this prospectus by the selling stockholder and does not take into account any limitations on (i) conversion
of the Series C Preferred Shares set forth therein (other than a restriction that limits the aggregate number of shares of common
stock issuable upon conversion of the Series C Preferred Shares to 1,250,269 shares) or (ii) exercise or exchange of the warrants
set forth therein.


 


In accordance with the terms of a registration
rights agreement with the holders of the Series C Preferred Shares and the warrants issued pursuant to the Securities Purchase
Agreement, this prospectus generally covers the resale of the (i[_________] shares of common stock issued or issuable upon conversion
of the Series C Preferred Shares at the conversion price thereunder and (ii) 100% of the initial number of shares issued and issuable
pursuant to the warrants (or the number of shares so issued and issuable as of the filing of the registration statement to which
this prospectus relates, if more). This prospectus also or otherwise covers such other shares of common stock issued or issuable
pursuant to the certificate of designation of the Series C Preferred Shares and/or the warrants as more fully set forth in this
prospectus. Because the conversion price of the Series C Preferred Shares and the exercise price of the warrants may be adjusted,
the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.
The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.


 


Under the terms of the Series C Preferred Shares
and the warrants, the selling stockholder may not convert the Series C Preferred Shares or exercise or exchange the warrants to
the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares
of our common stock which would exceed [___]%. In addition, the terms of the Series C Preferred Shares limits the aggregate number
of shares of common stock issuable upon conversion of the Series C Preferred Shares to 1,250,269 shares, regardless of the prevailing
conversion price. The number of shares in the second column reflects these limitations. The selling stockholder may sell all, some
or none of its shares in this offering. See “Plan of Distribution.”


 






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	Name of Selling Stockholder	Number of Shares of

Common Stock Owned

Prior to Offering	Maximum Number of

Shares of Common Stock to

be Sold Pursuant to this

Prospectus	Number of Shares of

Common Stock Owned

After Offering
	 	 	 	 
	Esousa Holdings LLC(1)	 	 	 
	 	 	 	 


 


(1) _____________ has voting and investment control over the shares
held by the selling stockholder.


 





 


 

















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PLAN OF DISTRIBUTION


 


We are registering the shares of common stock
issuable to the selling stockholder upon conversion of the Series C Preferred Shares and exercise or exchange of the warrants to
permit the resale of these shares of common stock by the holders of the common stock, the Series C Preferred Shares and warrants
from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder
of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholder may sell all or a portion
of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers
or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible
for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of
the following methods:


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration Statement is declared effective by the SEC;



 


		·	broker-dealers may agree with a selling securityholder to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholder may also sell shares
of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus.
In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. If
the selling stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved). The selling stockholder may also loan or pledge shares
of common stock to broker-dealers that in turn may sell such shares.


 






    
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The selling stockholder may pledge or grant
a security interest in some or all of the Series C Preferred Shares, warrants or shares of common stock owned by it and, if the
selling stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholder also may transfer
and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.


 


To the extent required by the Securities Act
and the rules and regulations thereunder, the selling stockholder and any broker-dealer participating in the distribution of the
shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission
paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts
under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if
required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms
of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting
compensation from the selling stockholder and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.


 


Under the securities laws of some states, the
shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.


 


There can be no assurance that the selling stockholder
will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus
forms a part.


 


The selling stockholder and any other person
participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any
other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.


 


We will pay all expenses of the registration
of the shares of common stock pursuant to the registration rights agreement, estimated to be $[___] in total, including, without
limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”
laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify
the selling stockholder against liabilities, including some liabilities under the Securities Act in accordance with the registration
rights agreements or the selling stockholder will be entitled to contribution. We may be indemnified by the selling stockholder
against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished
to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements
or we may be entitled to contribution.


 


Once sold under the registration statement,
of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our
affiliates.


 


 


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