0001193125-08-057350 Sample Contracts

FIFTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And NOVACAL PHARMACEUTICALS, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, California
NovaBay Pharmaceuticals, Inc. • March 14th, 2008 • Pharmaceutical preparations

That certain lease dated June 3, 2004, by and between Emery Station Office II, LLC, a California Limited Liability Company, as Landlord (“Landlord”), and NovaBay Pharmaceuticals, Inc. (formerly Novacal Pharmaceuticals, Inc.), a California Corporation, as Tenant (“Tenant”), a such lease was amended by First Amendment dated June 22, 2004, by Second Amendment dated July 22, 2004, by Third Amendment dated March 25, 2005, and by Fourth Amendment dated September 30, 2006 (collectively, the “Lease”), is hereby further amended as outlined below. The effective date of this Fifth Amendment shall be November 20, 2007 (the “Fifth Amendment Effective Date”). From and after the Fifth Amendment Effective Date the Lease and this Fifth Amendment thereto shall be referred to as the “Lease” for all purposes.

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AMENDMENT NUMBER 1 (the “Amendment”) TO Financial Advisory and Investor Relations Consulting Agreement
Consulting Agreement • March 14th, 2008 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California

For Financial Advisory and Investor Relations Services for the period from April 1, 2008 to February 12, 2010, PM is entitled to receive the following fees:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 14th, 2008 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of January 9, 2008 by and between NovaBay Pharmaceuticals, Inc. (“Company”) and Thomas J. Paulson (“Executive”).

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