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”).
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”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE ___, 2024Convertible Security Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • 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”).
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”).
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”).
NOVABAY PHARMACEUTICALS, INC. SERIES B-1 COMMON STOCK PURCHASE WARRANTSecurities Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SERIES B-1 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 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. SERIES B-2 COMMON STOCK PURCHASE WARRANTSecurities Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • 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).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
This Warrant Amendment Agreement (this “Agreement”), dated as of April 27, 2023, is by and between NovaBay Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
ContractSecurities Purchase Agreement • April 27th, 2023 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations
TO: NovaBay Pharmaceuticals, Inc. (the “Company”) and the Purchasers (as defined in the Securities Purchase Agreement, dated April 27, 2023, by and between the Company and the purchasers signatory thereto (the “Purchase Agreement”))
