Common use of Status of Converted or Redeemed Preferred Stock Clause in Contracts

Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series C 9% Convertible Preferred Stock. The undersigned hereby elects to convert the number of shares of Series C 9% Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “Common Stock”), of BioSig Technologies, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes. Conversion calculations: Number of shares of Preferred Stock owned prior to Conversion: _______________ Number of shares of Preferred Stock to be Converted: ________________________ Stated Value of shares of Preferred Stock to be Converted: ____________________ Number of shares of Common Stock to be Issued: ___________________________ Applicable Conversion Price:____________________________________________ Number of shares of Preferred Stock subsequent to Conversion: ________________ Address for Delivery: ______________________ or DWAC Instructions: Broker no: _________ Account no: ___________ [HOLDER] By:___________________________________ Name: Title: 1. The Corporation is (a) duly incorporated under the General Corporation Law of the State of Delaware and (b) based solely upon the Good Standing Certificate, in good standing under the laws of the State of Delaware. 2. The Corporation has the corporate power and authority under the General Corporation Law of the State of Delaware and its Certificate of Incorporation and Bylaws to execute, deliver, and perform its obligations under the Operative Documents. The Operative Documents have been duly authorized by all necessary corporate action on the part of the Corporation and have been duly executed and delivered by the Corporation to the extent such execution and delivery are governed by Applicable Laws. 3. The Operative Documents to which the Corporation is a party constitute the valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms. 4. The execution and delivery by the Corporation of, and performance of its agreements in, the Operative Documents do not violate the Certificate of Incorporation or Bylaws of the Corporation. 5. The execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents will not violate Applicable Laws. 6. No consent, approval, waiver, license, or authorization or any other action by or filing with any governmental authority is required under Applicable Laws in connection with the execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents to which it is a party, except for those already obtained or completed. 7. The shares of Preferred Stock have been duly authorized, and when delivered by the Corporation in accordance with the terms and conditions of the Purchase Agreement, will be validly issued, fully paid and nonassessable. 8. The common stock of the Corporation, $0.001 par value per share (the “Common Stock”), that is issued upon conversion of any share of Preferred Stock in accordance with its terms and all applicable laws and regulations, and the Common Stock that is issued upon exercise of any Warrant in accordance with its terms and all applicable laws and regulations, will be validly issued, fully paid and nonassessable. 9. It is not necessary, in connection with the offer, sale and delivery of the Preferred Stock and Warrants to the Purchasers under the Purchase Agreement, to register the Preferred Stock or the Warrants under Section 5 of the Securities Act. Warrant Shares: ______ Initial Exercise Date: February __, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioSig Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series C 910% Convertible Preferred Stock. The undersigned hereby elects to convert the number of shares of Series C 910% Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 0.01 per share (the “Common Stock”), of BioSig ▇▇▇▇▇▇▇▇ Technologies, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes. Conversion calculations: Number of shares of Preferred Stock owned prior to Conversion: _______________ Number of shares of Preferred Stock to be Converted: ________________________ Stated Value of shares of Preferred Stock to be Converted: ____________________ Number of shares of Common Stock to be Issued: ___________________________ Applicable Conversion Price:__: __________________________________________ Number of shares of Preferred Stock subsequent to Conversion: ________________ Address for Delivery: ______________________ or DWAC Instructions: Broker no: _________ Account no: ___________ [HOLDER] By:___________________________________ Name: Title: 1. The Corporation is : This Registration Rights Agreement (a) duly incorporated under the General Corporation Law of the State of Delaware and (b) based solely upon the Good Standing Certificate, in good standing under the laws of the State of Delaware. 2. The Corporation has the corporate power and authority under the General Corporation Law of the State of Delaware and its Certificate of Incorporation and Bylaws to execute, deliver, and perform its obligations under the Operative Documents. The Operative Documents have been duly authorized by all necessary corporate action on the part of the Corporation and have been duly executed and delivered by the Corporation to the extent such execution and delivery are governed by Applicable Laws. 3. The Operative Documents to which the Corporation is a party constitute the valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms. 4. The execution and delivery by the Corporation of, and performance of its agreements in, the Operative Documents do not violate the Certificate of Incorporation or Bylaws of the Corporation. 5. The execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents will not violate Applicable Laws. 6. No consent, approval, waiver, license, or authorization or any other action by or filing with any governmental authority is required under Applicable Laws in connection with the execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents to which it is a party, except for those already obtained or completed. 7. The shares of Preferred Stock have been duly authorized, and when delivered by the Corporation in accordance with the terms and conditions of the Purchase this “Agreement, will be validly issued, fully paid and nonassessable. 8. The common stock of the Corporation, $0.001 par value per share (the “Common Stock”), that is issued upon conversion of any share of Preferred Stock in accordance with its terms and all applicable laws and regulations, and the Common Stock that is issued upon exercise of any Warrant in accordance with its terms and all applicable laws and regulations, will be validly issued, fully paid and nonassessable. 9. It is not necessary, in connection with the offer, sale and delivery of the Preferred Stock and Warrants to the Purchasers under the Purchase Agreement, to register the Preferred Stock or the Warrants under Section 5 of the Securities Act. Warrant Shares: ______ Initial Exercise Date: February __, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitledmade and entered into as of April 30, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth2012, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioSig between ▇▇▇▇▇▇▇▇ Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares and each of the several purchasers signatory hereto (as subject to adjustment hereundereach such purchaser, a “Purchaser” and, collectively, the “Warrant SharesPurchasers”) ). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of Common Stockthe date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, Company and each Purchaser hereby agrees as defined in Section 2(b).follows:

Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Contribution Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series C 9% Convertible A Preferred Stock. The undersigned hereby elects to convert the number of shares of Series C 9% A Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 .01 per share (the “Common Stock”), of BioSig TechnologiesPhotoMedex, Inc., Inc. a Delaware Nevada corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreementthereto. No fee will be charged to the Holders for any conversion, except for any such transfer taxes. Conversion calculations: Number of shares of Preferred Stock owned prior to Conversion: _________________________ Number of shares of Preferred Stock to be Converted: __________________________________ Stated Value of shares of Preferred Stock to be Converted: ______________________________ Number of shares of Common Stock to be Issued: _____________________________________ Applicable Conversion Price:_____________________________________________________ Number of shares of Preferred Stock subsequent to Conversion: __________________________ Address for Delivery: ______________________ or DWAC Instructions: Broker no: _________ Account no: ___________ [HOLDER] By:: Name: Title: This lock-up and resale restriction agreement (the “Agreement”) is made and entered into the ____ day of ___________________________________ Name: Title: 1. The Corporation is (a) duly incorporated under the General Corporation Law of the State of Delaware , 2017, by and (b) based solely upon the Good Standing Certificate, in good standing under the laws of the State of Delaware. 2. The Corporation has the corporate power and authority under the General Corporation Law of the State of Delaware and its Certificate of Incorporation and Bylaws to execute, deliver, and perform its obligations under the Operative Documents. The Operative Documents have been duly authorized by all necessary corporate action on the part of the Corporation and have been duly executed and delivered by the Corporation to the extent such execution and delivery are governed by Applicable Laws. 3. The Operative Documents to which the Corporation is a party constitute the valid and binding obligations of the Corporation and are enforceable against the Corporation in accordance with their respective terms. 4. The execution and delivery by the Corporation of, and performance of its agreements in, the Operative Documents do not violate the Certificate of Incorporation or Bylaws of the Corporation. 5. The execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents will not violate Applicable Laws. 6. No consent, approval, waiver, license, or authorization or any other action by or filing with any governmental authority is required under Applicable Laws in connection with the execution and delivery by the Corporation of, and performance by the Corporation of its agreements in, the Operative Documents to which it is a party, except for those already obtained or completed. 7. The shares of Preferred Stock have been duly authorized, and when delivered by the Corporation in accordance with the terms and conditions of the Purchase Agreement, will be validly issued, fully paid and nonassessable. 8. The common stock of the Corporation, $0.001 par value per share (the “Common Stock”), that is issued upon conversion of any share of Preferred Stock in accordance with its terms and all applicable laws and regulations, and the Common Stock that is issued upon exercise of any Warrant in accordance with its terms and all applicable laws and regulations, will be validly issued, fully paid and nonassessable. 9. It is not necessary, in connection with the offer, sale and delivery of the Preferred Stock and Warrants to the Purchasers under the Purchase Agreement, to register the Preferred Stock or the Warrants under Section 5 of the Securities Act. Warrant Shares: ______ Initial Exercise Date: February __, 2013 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioSig Technologies, Inc.among PhotoMedex, a Delaware Nevada corporation (the “Company”), up to ______ shares First Capital Real Estate Trust Incorporated (as subject to adjustment hereunder“First Capital”) and the persons executing this Agreement (each a “Holder” and, collectively, the “Warrant SharesHolders”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).