UNDERWRITING AGREEMENT between RUTHIGEN, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters RUTHIGEN, INC.Underwriting Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • New York
The undersigned, Ruthigen, Inc. a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementRuthigen, Inc. • February 24th, 2014 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
FUNDING AGREEMENTFunding Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This Agreement (this “Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into this 31st day of January 2014.
AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENTShared Services Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This AMENDMENT NO. 1 (this “Amendment”) to the SHARED SERVICES AGREEMENT is made and entered into as of January 31, 2014 (the “Amendment Date”) and shall become effective upon the closing of an IPO. This Amendment amends that certain Shared Services Agreement dated as of May 23, 2013, as amended from time to time (the “Services Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”) and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”). Capitalized terms used and not defined herein shall have the meanings given to them in the Services Agreement.
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement made as of [___________], 2014, is between Ruthigen, a Delaware corporation, with offices at 2455 Bennett Valley Rd., Suite C116, Santa Rosa, California 95404 (the “Company”), and VStock Transfer, LLC, with offices at 77 Spruce Street, Suite 201, Cedarhurst, New York (the “Warrant Agent”).
AMENDED SEPARATION AGREEMENTAmended Separation Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This Amended Separation Agreement (this “Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into as of January 31, 2014, and shall be effective as of the closing of the IPO (as defined herein) (the “Effective Date”).
SERIES A WARRANT RUTHIGEN, inc.Ruthigen, Inc. • February 24th, 2014 • Pharmaceutical preparations • New York
THIS SERIES A WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 Issue Date and on or prior to the close of business on the two (2) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ruthigen, Inc., a Delaware corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and Series B Warrants to purchase up to [*] shares of Common Stock (“Series B Warrant”)[equal to the number of Warrants Shares]. The initial number of Warrant Shares and Series B Warrants shall be an amount to equal to the number of shares of Common Stock the Holder has purchased from the Company on the Issue Date (rounded (up or down) to the nearest whole Warrant Share). The purchase price of one s
January 31, 2014 Hojabr Alimi [Address] Dear Hoji:Ruthigen, Inc. • February 24th, 2014 • Pharmaceutical preparations
This letter references and incorporates by such reference in its entirety the terms of your March 21, 2013 employment agreement with Ruthigen, Inc., Oculus’ currently wholly owned Delaware subsidiary, as filed with the SEC as an exhibit to the Ruthigen Form S-1 (the “Employment Agreement”). Under your leadership as Ruthigen Chairman and CEO, Ruthigen is intended to have an initial public offering (an “IPO”). Please be advised that this is confirmation that the Special Transaction Committee of Oculus Innovative Sciences, Inc. (“STC”) has determined as follows with regard to certain of the severance benefits set forth in your Employment Agreement. If (i) an IPO does not occur , (ii) you cease being employed by Ruthigen because Ruthigen is bankrupt or otherwise insolvent, and (iii) Ruthigen severance benefits are due to you under the Employment Agreement but Ruthigen lacks the financial resources to pay same, then Oculus will (x) pay you $385,000 in the manner set forth in the last senten
AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This AMENDMENT NO. 3 TO LICENSE AND SUPPLY AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2014 and shall become effective upon the closing of an IPO (as defined in the License Agreement). This Amendment amends that certain License and Supply Agreement dated as of May 23, 2013, as amended from time to time (the “License Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”) and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”). Capitalized terms used and not defined herein shall have the meanings given to them in the License Agreement.
