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:
NOVABAY PHARMACEUTICALS, INC. COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • September 20th, 2007 • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE WARRANT certifies that, for value received, _____________ (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 ___, 2008 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern Time) on October ___, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NovaBay Pharmaceuticals, Inc., a corporation incorporated in the State of California (the “Company”), up to ________ shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be U.S.$_____, subject to adjustment hereunder. “Warrant” as used herein shall include this Common Stock Purchase Warrant and any warrants delivered in substitution or exchange therefor as provided herein. “Warrant Shares” refers to the shares of Common Stock (or other s
NOVABAY PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2007 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of the day of October 2007 between NovaBay Pharmaceuticals, Inc., a California corporation (the “Company”), and the other parties named on the signature pages hereto.
