Common use of Registration; Transfer Clause in Contracts

Registration; Transfer. If during the Term that Oculus and its Affiliates own greater than 19.9% of the issued and outstanding Common Stock and upon the expiration of the second Oculus Transfer Period, Oculus has received less than $3,800,000 in net proceeds from Transfers of the Ruthigen Shares, Oculus may make a one-time demand to Ruthigen to register and Transfer the Ruthigen Shares in an aggregate amount up to $3,800,000 minus the net proceeds received by Oculus at the time of such demand (the “Registration Transfer Request”). Oculus and Ruthigen shall cooperate and communicate in a manner to enable Ruthigen to deliver such amount of registered and freely tradable Ruthigen Shares within three days following a Transfer under this Section 2.2(d). The period of time commencing on the date of the Registration Transfer Request and continuing through the date of a Transfer completed under this Section 2.2(d) shall be the “Registration Transfer Period.” A Transfer completed pursuant to Section 2.2(d) must meet the following requirements, unless the Consent is provided otherwise: 1. The Ruthigen Shares may be sold at a discount, if necessary, that, relative to the most recent closing price of the Common Stock prior to the pricing of the Transfer, does not exceed 30%. 2. The expense allocation provisions set forth in Section 2.2(c)(3) shall apply with equal force to this Section 2.2(d). 3. Oculus may engage investment bankers or other professionals performing similar functions to assist with a Transfer. In connection with such engagement, Oculus may agree to a “tail period” that exceeds the time of the Registration Transfer Period; provided, however, that any Transfers outside of the Registration Transfer Period are subject to the Consent. 4. The terms of a Transfer may not include any additional compensation payable by Ruthigen in equity or cash to any transferee.