0001437749-10-002084 Sample Contracts

AGREEMENT AND PLAN OF MERGER OF NOVABAY PHARMACEUTICALS, INC. (a California corporation) AND NOVABAY PHARMACEUTICALS, INC. (a Delaware corporation)
Merger Agreement • July 1st, 2010 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations

This Agreement and Plan of Merger, dated as of June 25, 2010 (the “Agreement”), is between NovaBay Pharmaceuticals, Inc., a California corporation (“NovaBay CA”), and NovaBay Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of NovaBay (“NovaBay DE”). NovaBay CA and NovaBay DE are sometimes referred to herein as the “Constituent Corporations.”

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