Exhibit 4.2


Form of Representative’s Warrant
Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


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].


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [_____] Shares of Common
Stock


of


RUTHIGEN, INC.


 


1.           Purchase Warrant. THIS
CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Dawson James Securities, Inc.
(“Holder”), as registered owner of this Purchase Warrant, to Ruthigen, Inc., a Delaware corporation (the
“Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS
ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before
5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]
(the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or
in part, up to [____] shares of common stock of the Company, par value $0.0001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[___] per Share [125% of
the public price of the Company’s common stock and Series A Warrant combination sold in the
Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,
the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date”
shall mean [____], the date on which the Registration Statement on Form S-1 (File No. 333-190476) of the Company was declared
effective by the Securities and Exchange Commission.


 




    	 



    	 



    

 


2.           Exercise.


 


2.1          Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2          Cashless
Exercise.  Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion
thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto,
in which event the Company shall issue to Holder Shares in accordance with the following formula:


  


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.







 





For purposes of this
Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if the Company’s common stock is traded on a securities exchange, the value shall be deemed
to be the closing price on such exchange prior to the exercise form being submitted in connection with the exercise of the Purchase
Warrant; or



 


		(ii)	if the Company’s common stock is actively traded over-the-counter, the value shall be deemed
to be the closing bid price prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant;
if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.



 


2.3         Delivery
of Shares. Upon exercise, Shares shall be delivered to the Holder within three (3) business days of the Company’s receipt
of this Purchase Warrant with exercise form completed and payment of the Exercise Price, if paid in cash.


 


2.4.         Legend. Each certificate
representing Shares shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933,
as amended (the “Securities Act”):


 


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration
under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 




    	 



    	 



    

 


3.           Transfer.


 


3.1          General Restrictions
on Transfer of Purchase Warrant. The Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such
Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180)
days following the Effective Date to anyone other than: (i) Dawson James Securities, Inc. (“Dawson”) or an underwriter
or a selected dealer participating in the offering, or (ii) a bona fide officer or partner of Dawson or of any such underwriter
or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the Shares
to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of this Purchase Warrant or the Shares, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective
Date, transfers of this Purchase Warrant to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment of this Purchase Warrant, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall within five (5) business days transfer this Purchase Warrant on the books of
the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment.


 


3.2          Restrictions
Imposed by the Securities Act. The Holder shall not transfer the Shares unless and until: (i) the Company has received the
opinion of counsel for the Holder that the Shares may be transferred pursuant to an exemption from registration under the Securities
Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company
(the Company hereby agreeing that the opinion of Ellenoff Grossman & Schole LLP shall be deemed satisfactory evidence of the
availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating
to the offer and sale of the Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established.


 


4.           Registration Rights.


 


4.1         Demand Registration.


 


4.1.1         Grant of
Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Warrants and/or the underlying Shares (“Majority Holders”), agrees to register, on one occasion, all or any
portion of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60)
days after receipt of a Demand Notice and use commercially reasonable efforts to have the registration statement declared effective
promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall
not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder
is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate
in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary
offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty
(30) days after such offering is consummated. The demand for registration may be made at any time during a period of five (5) years
beginning on the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by
any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after
the date of the receipt of any such Demand Notice.


 




    	 



    	 



    

 


4.1.2         Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use commercially reasonable efforts
to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such
states as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required
to register the Registrable Securities in a state in which such registration would cause: (i) the Company to be obligated to register
or license to do business in such state or submit to general service of process in such state, or (ii) the principal shareholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12)
consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first
given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell
the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if
the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding
the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under Section 4.1 on only one (1) occasion
and such demand registration right shall terminate on the fifth anniversary of the Effective Date in accordance with FINRA Rule
5110(f)(2)(H)(iv).


 


4.2          “Piggy-Back”
Registration.


 


4.2.1         Grant of
Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right to
include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection
with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form);
provided, however, that if, solely in connection with any primary underwritten public offering for the account of
the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares
of common stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to
include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder
requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made
pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought
to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities
unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities
in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2.2         Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to
the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of
the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within
ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise
provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this
Section 4.2.2; provided, however, that such “piggy-back” registration rights shall terminate on the seventh
anniversary of the Effective Date in accordance with FINRA Rule 5110(f)(2)(H)(v).


 




    	 



    	 



    

 


4.3         General Terms.


 


4.3.1         Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Underwriters under Section 5.1 of the Underwriting Agreement between Dawson (as Representative
of the several Underwriters named on Schedule 1 attached thereto) and the Company, dated as of [___________], 2014 (the “Underwriting
Agreement”). The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company, its directors, its officers who signed the registration
statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities
Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or
assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions
contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company
and such persons.


 


4.3.2        Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3       Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing underwritten offerings
and to each underwriter of any such underwritten offering, if any, a signed counterpart, addressed to such Holder or underwriter,
of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto),
and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the
independent registered public accounting firm which has issued a report on the Company’s financial statements included in
such registration statement, in each case covering substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date
of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters
delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any,
copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions
with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation,
upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems
reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all
to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 




    	 



    	 



    

 


4.3.4        Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter(s) shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, Dawson and such
managing underwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with
the Company or the underwriters except as they may relate to such Holders, their Shares and their intended methods of distribution.


 


4.3.5        Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.3.6        Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to
the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 


5.           New Purchase Warrants to be Issued.


 


5.1         Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2        Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant
of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 




    	 



    	 



    

 


6.           Adjustments.


 


6.1         Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1         Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding shares
of the Company’s common stock is increased by a stock dividend payable in shares of the Company’s common stock or by
a split up of shares of the Company’s common stock or other similar event, then, on the effective day thereof, the number
of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares of the Company’s
common stock, and the Exercise Price shall be proportionately decreased.


 


6.1.2        Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding shares
of the Company’s common stock is decreased by a consolidation, combination or reclassification of shares of the Company’s
common stock or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased
in proportion to such decrease in outstanding shares of the Company’s common stock, and the Exercise Price shall be proportionately
increased.


 


6.1.3         Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of the
Company’s common stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value
of such shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another
corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding shares of the Company’s common stock),
or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise
of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or following any such sale or transfer
(whether or not the Company is thereafter formally dissolved), by a Holder of the number of shares of the Company’s common
stock of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification
also results in a change in shares of the Company’s common stock covered by Section 6.1.1 or 6.1.2, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply
to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4        Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in this Purchase Warrants. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 




    	 



    	 



    

 


6.2        Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding shares of the Company’s common stock), the corporation formed by such consolidation
or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that
the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration
of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of
shares of the Company’s common stock for which such Purchase Warrant might have been exercised immediately prior to such
consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments
which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly
apply to successive consolidations or share reconstructions or amalgamations.


 


6.3        Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the
Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the
nearest whole number of Shares or other securities, properties or rights.


 


7.           Reservation and Listing.
The Company shall at all times reserve and keep available out of its shares of authorized capital stock, solely for the purpose
of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company
further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially
reasonable efforts to cause the Company’s common stock to be listed (subject to official notice of issuance) on all national
securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the shares of common
stock issued to the public in the Company’s initial public offering may then be listed and/or quoted.


 


8.            Certain Notice Requirements.


 


8.1         Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 




    	 



    	 



    

 


8.2         Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of shares of the Company’s common stock for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of shares of the Company’s common stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and
business shall be proposed.


 


8.3         Notice of
Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4         Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


Dawson James Securities, Inc.






1 North Federal Highway, 5th Floor


Boca Raton, FL 33432

Attention: Robert D. Keyser, Jr., CEO


Fax No.: (561) 391-5757


 


If to the Company:


 


Ruthigen, Inc.


2455 Bennett Valley Road, Suite C116


Santa Rosa, California 95404


Attention: Hojabr Alimi, Chief Executive Officer


Fax No.: (925) 954-6472


 




    	 



    	 



    

 


with a copy (which shall not constitute notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


Chrysler Center


666 Third Avenue


New York, New York 10017


Attention: Ivan K. Blumenthal, Esq.


Fax No.: (212) 983-3115


 


9.           Miscellaneous.


 


9.1        Amendments.
The Company and Dawson may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Dawson may deem necessary or desirable and that the Company and Dawson deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


9.2         Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.      Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4         Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5        Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 




    	 



    	 



    

 


9.6         Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant
or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7         Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute
one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto
and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


[Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2014.


 


	Ruthigen, Inc.	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 


 




    	 



    	 



    

  


[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned
hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the
“Shares”), of Ruthigen, Inc., a Delaware corporation (the “Company”), and hereby makes payment
of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which
this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares,
as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share





The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature ______________________________________


 


Signature Guaranteed
____________________________


 




    	 



    	 



    

 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 





	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


DWAC (if applicable):


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




    	 



    	 



    

  


[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.0001 per share, of Ruthigen,
Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the
Company to transfer such right on the books of the Company.


 


Dated: __________, 20__


 


Signature ______________________________________


 


Signature Guaranteed ____________________________


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.