PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVABAY PHARMACEUTICALS, INC.NovaBay Pharmaceuticals, Inc. • July 10th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
OF NOVABAY PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2024 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NovaBay Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
NOVABAY PHARMACEUTICALS, INC. and EQUINITI TRUST COMPANY, LLC as Warrant AgentWarrant Agency Agreement • July 10th, 2024 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of _________________, 2024 (“Agreement”), between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent” or “EQ”).
