NOVABAY PHARMACEUTICALS, INC. SERIES D COMMON STOCK PURCHASE WARRANTNovaBay Pharmaceuticals, Inc. • March 25th, 2024 • Pharmaceutical preparations
THIS SERIES D 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 later of (i) the six (6) month anniversary of the Issue Date and (ii) the date immediately following the date any Stockholder Approval has been received and is 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).
UNSECURED CONVERTIBLE NOTE DUE MARCH [●], 2026NovaBay Pharmaceuticals, Inc. • March 25th, 2024 • Pharmaceutical preparations • New York
THIS UNSECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Unsecured Convertible Note 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 Unsecured Convertible Note, due March [●], 2026 (the “Note”). This Note has been issued pursuant to the First Amendment to the Security Agreement, dated March 24, 2024 (“First Amendment”) and is subject to certain investment representations of the Holder set forth in the First Amendment.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • March 25th, 2024 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 24, 2024, by and among NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”, and together with the Company, the “Debtors”), and the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures in the original aggregate principal amount of $3.3 million (collectively, the “Debentures”) signatory hereto (collectively, the “Purchasers” or the “Secured Parties”).
CONSENT AND RELEASEConsent and Release • March 25th, 2024 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CONSENT AND RELEASE (this “Consent and Release”) is entered into as of March 24, 2024 by the purchasers signatory hereto (collectively, the “Purchasers”), in favor of DERMAdoctor, LLC, a Missouri limited liability company (“DERMAdoctor”), as a guarantor party to that certain Subsidiary Guarantee dated as of April 27, 2023 made by DERMAdoctor and the other Guarantors (if any and as defined therein) in favor of the Purchasers (as renewed, reaffirmed, extended, supplemented and amended, the “Subsidiary Guarantee”).
