NOVABAY PHARMACEUTICALS, INC. SERIES C COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • December 21st, 2023 • Pharmaceutical preparations
THIS SERIES C 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 Stockholder Approval Date (as defined in the letter agreement, dated December 21, 2023, between the Holder and the Company (the “Letter Agreement”)) (the “Initial Exercise Date”), and (b) on or prior to 5:00 p.m. (New York City time) on June 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 27, 2023, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 27, 2023, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2019 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2019, by and between NOVABAY PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the common stock purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE ___, 2024NovaBay Pharmaceuticals, Inc. • April 27th, 2023 • Pharmaceutical preparations • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2000 Powell Street, Suite 1150, Emeryville, CA 94608, designated as its Original Issue Discount Senior Secured Convertible Debenture due ____, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
NovaBay Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • March 29th, 2012 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of April 27, 2023 (this “Agreement”), is among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures due 18 months following their issuance, in the original aggregate principal amount of $3.3 million (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
NOVABAY PHARMACEUTICALS, INC. and ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _______Warrant Agreement • June 11th, 2009 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between NovaBay Pharmaceuticals, Inc., a California corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT NovaBay Pharmaceuticals, Inc.NovaBay Pharmaceuticals, Inc. • March 23rd, 2017 • Pharmaceutical preparations • New York
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 October __, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, 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).
NovaBay Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • March 29th, 2012 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of ___________, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • August 12th, 2010 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ___________, 201_, is made by and between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 14th, 2021 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:
NovaBay Pharmaceuticals, Inc. and _____________, As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of __________Securities Warrant Agreement • March 29th, 2012 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
NOVABAY PHARMACEUTICALS, INC., Issuer AND Trustee INDENTURE Dated as of [·], 20[·] Debt SecuritiesNovaBay Pharmaceuticals, Inc. • March 29th, 2012 • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20[·], among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [·], as trustee (the “Trustee”):
COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • May 18th, 2020 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TLF Bio Innovation Lab, LLC 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 [_______], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_______], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, 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).
NOVABAY PHARMACEUTICALS, INC. SERIES B-2 COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • April 27th, 2023 • Pharmaceutical preparations
THIS SERIES B-2 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 Stockholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2021 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2021, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 1st, 2019 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This common stock purchase agreement is entered into as of March 29, 2019 (this “Agreement”), by and between NOVABAY PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
Security AgreementSecurity Agreement • March 28th, 2019 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • Utah
This Security Agreement (this “Agreement”), dated as of March 26, 2019, is executed by NovaBay Pharmaceuticals, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
ContractNovaBay Pharmaceuticals, Inc. • March 23rd, 2017 • Pharmaceutical preparations • New York
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORT
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2016 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2016, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AT THE MARKET OFFERING AGREEMENTTerms Agreement • October 17th, 2014 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NovaBay Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2016 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2016, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 6th, 2018 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”) is effective as of Pacific time in the United States on February 5, 2018 and as of Hong Kong time on February 5, 2018, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
NOVABAY PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 200__ Debt SecuritiesNovaBay Pharmaceuticals, Inc. • June 11th, 2009 • Pharmaceutical preparations • New York
Indenture, dated as of [·], 200__, among NovaBay Pharmaceuticals, Inc., a California corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2011 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California
The undersigned (the “Investor”) hereby confirms its agreement with NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2021, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 6th, 2020 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of January 31, 2020 by and between NovaBay Pharmaceuticals, Inc. (“Company”) and Jason Raleigh (“Executive”).
NOVABAY PHARMACEUTICALS, INC. Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2014 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of January 1, 2007 by and between NovaBay Pharmaceuticals, Inc. (“Company”) and Colin Scott (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2019 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is effective as of August 8, 2019, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NOVABAY PHARMACEUTICALS, INC. SERIES D COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • March 25th, 2024 • Pharmaceutical preparations
THIS SERIES D 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 later of (i) the six (6) month anniversary of the Issue Date and (ii) the date immediately following the date any Stockholder Approval has been received and is effective (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, 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).
NOVABAY PHARMACEUTICALS, INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2007 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Each of the undersigned, Ramin Najafi, Ph.D, Chairman, President and Chief Executive Officer of NovaBay Pharmaceuticals, Inc., a California corporation (the “Company”), and John O’Reilly, Senior Vice President, Corporate Development, Chief Financial Officer, Treasurer and Director of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(j) of that certain Underwriting Agreement dated , 2007 (the “Underwriting Agreement”) among the Company and, on behalf of the several Underwriters named therein, Dundee Securities Corporation and Desjardins Securities Inc., that as of , 2007:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2019 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is effective as of June 17, 2019, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
