EXHIBIT 4.4 


 


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


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


 


Dated
as of July ___, 2014


 


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


 


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


 


		·	a waiver of the Company’s obligation under Section 6.12 of the Agreement to not enter into any
contract, transaction or arrangement or issue any security or instrument that provides for forward pricing of shares of Common
Stock (the “Forward Pricing Transaction Restriction”) with respect to the Additional Financing and, following
a Qualified Public Offering (as defined below), a waiver of the Forward Pricing Transaction Restriction for any subsequent offering
of securities by the Company;



 


		·	a consent to the inclusion of the registration of the Additional Securities on a registration statement
or registration statements of the Company to be filed under the Securities Act of 1933, as amended, pursuant to Section 10 of the
Agreement (the “Registration Statement”), covering the “Registrable Securities” as defined under
the Agreement (the “Purchasers Registrable Securities”);



 




    	 



    	 



    

 


		·	a consent to further extend the Filing Deadline and the Effectiveness Deadline pursuant to Section
10.1 of the Agreement such that the deadlines for the filing and effectiveness of the Registration Statement shall be the same
as the applicable deadlines for the Additional Financing; and



 


		·	an agreement by the undersigned that, (A) without the prior written consent of the underwriters, it
or its affiliates will not, directly or indirectly, for a period of 90 days from the closing of an underwritten public offering
of the Common Stock with gross offering proceeds of at least $6.0 million and the concurrent listing of the Common Stock on a national
securities exchange (a “Qualified Public Offering”), (i) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable
for shares of capital stock of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in
cash or otherwise, and (B) if requested by the underwriters in such Qualified Public Offering, it will execute a standard lock-up
agreement in the same form as executed by the Company’s officers and directors, solely to reflect the lock-up provided for
in clause (A) above, which agreement will become effective at the closing of such Qualified Public Offering (clauses (A) and (B)
together referred to herein as the “Purchaser Lock-Up”).



 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


This Consent shall become effective:


 


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


 


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


 


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


 


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


 


[Signature Page follows]


 




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


 


	 	THE COMPANY:
	 	 
		Skyline Medical Inc.
	 	 
	 	By:	 
	 	Name:
		Title:


  


Accepted and Agreed:


 


	INDIVIDUAL STOCKHOLDERS	 	ENTITY STOCKHOLDERS
	 	 	 
	 	 	 
	 	 	Name of Entity
	 	 	 
	Signature (Individual)	 	By:	 
	 	 	 	Signature
	 	 	Its:	 
	Signature	 		Title
	(all record holders should sign)	 	 	
	 	 	 
	 	 	 
	Names(s) Typed or Printed	 	Signatory Name Typed or Printed
	 	 	 
	Dated:	 	Dated:
	 	 	 


 


[Signature Page to Waiver and Consent of
Preferred Stockholders]