Common use of Shareholder Proposals to Increase Shares under Equity Plan Clause in Contracts

Shareholder Proposals to Increase Shares under Equity Plan. If, in any calendar year beginning on January 1, 2015, (a) the number of shares added to those reserved for aggregate issuance under the Equity Plan pursuant to clause (x) of Section 3.3(a)(iii) hereof (as reflected in the corresponding clause (i) of Paragraph 3(b) of the Equity Plan), if any, is less than (b) 5% of the Common Stock outstanding on the date that Ruthigen files its proxy statement for its annual meeting of shareholders for such year, then Ruthigen may submit a proposal to its shareholders to increase the number of shares reserved for aggregate issuance under the Equity Plan by the number equal to (b) minus (a).