0001437749-15-018932 Sample Contracts

COMMON STOCK PURCHASE WARRANT NovaBay Pharmaceuticals, Inc.

Common Stock Purchase Warrant • October 27th, 2015 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Common Stock Purchase Warrant
• Filed
  October 27th, 2015
• Company
  NovaBay Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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).

12,300,000 Shares of Common Stock par value $0.01 Warrants to purchase 11,070,000 Shares of Common Stock NOVABAY PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT

Underwriting Agreement • October 27th, 2015 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Underwriting Agreement
• Filed
  October 27th, 2015
• Company
  NovaBay Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

Contract

Warrant Agreement • October 27th, 2015 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Warrant Agreement
• Filed
  October 27th, 2015
• Company
  NovaBay Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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