Exhibit 10.12



Option No.________



RUTHIGEN, INC.



Stock Option Grant Notice

Stock Option Grant under the Company’s

2013 Employee, Director and ConsultantEquity IncentivePlan



|1. |  | Name and Address of Participant:                               |  | 
|-- |  | -------------------------------------------------------------- |  | 
|   |  |                                                                |  | 
|   |  |                                                                |  | 
|   |  |                                                                |  | 
|2. |  | Date of Option Grant:                                          |  | 
|   |  |                                                                |  | 
|3. |  | Type of Grant:                                                 |  | 
|   |  |                                                                |  | 
|4. |  | Maximum Number of Shares for which this Option is exercisable: |  | 
|   |  |                                                                |  | 
|5. |  | Exercise (purchase) price per share:                           |  | 
|   |  |                                                                |  | 
|6. |  | Option Expiration Date:                                        |  | 
|   |  |                                                                |  | 
|7. |  | Vesting Start Date:                                            |  | 



|8. |  | Vesting Schedule:  This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on the applicable vesting date:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



[See Section 3 for
vesting in the event of a Change of Control (as defined herein).]



The foregoing rights
are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.



The Company and the Participant acknowledge
receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated
by reference herein, the Company’s 2013 Employee, Director and Consultant Equity IncentivePlan and the terms of this
Option Grant as set forth above.











| | RUTHIGEN, INC.
| | --------------
| |               
| | By:           
| | Name:         
| | Title:        



| |            
| | -----------
| | Participant



2







RUTHIGEN, INC.



STOCK OPTION AGREEMENT - INCORPORATED
TERMS AND CONDITIONS



AGREEMENT made as of
the date of grant set forth in the Stock Option Grant Notice by and between Ruthigen, Inc. (the “Company”), a Delawarecorporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”).



WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its common stock, $0.0001 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2013 Employee, Director and Consultant Equity IncentivePlan
(the “Plan”);



WHEREAS, the Company
and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and



WHEREAS, the Company
and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice.



NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree
as follows:



| | 1. | GRANT OF OPTION.
| | -- | ----------------



The Company hereby
grants to the Participant the right and option to purchase all or any part of an aggregate of the number of Shares set forth in
the Stock Option Grant Notice, on the terms and conditions and subject to all the limitations set forth herein, under United States
securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a
copy of the Plan.



| | 2. | EXERCISE PRICE.
| | -- | ---------------



The exercise price
of the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice, subject to adjustment,
as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after
the date hereof (the “Exercise Price”). Payment shall be made in accordance with Paragraph 9 of the Plan.



| | 3. | EXERCISABILITY OF OPTION.
| | -- | -------------------------



Subject to the
terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become vested and exercisable as
set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan.



[Notwithstanding the
foregoing, in the event of a Change of Control (as defined below), then, immediately prior to the Change of Control, all of the
Shares subject to this Option shall be deemed vested and exercisable immediately prior to the Change of Control unless this Option
has otherwise expired or been terminated pursuant to its terms.











Change of Control means the occurrence
of any of the following events:



(1)     a
sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a
whole;



(2)     any
consolidation or merger of the Corporation with or into any other corporation or other person, or any other corporate reorganization
or transaction (including the acquisition of capital stock of the Corporation), whether or not the Corporation is a party thereto,
in which the stockholders of the Corporation immediately prior to such consolidation, merger, reorganization or transaction, own
capital stock and either:



| | a. | represent directly, or indirectly through one or more entities, less than fifty percent (50%) of
the economic interests in or voting power of the Corporation or other surviving entity immediately after such consolidation, merger,
reorganization or transaction, or
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | do not directly, or indirectly through one or more entities, have the power to elect a majority
of the entire board of directors of the Corporation or other surviving entity immediately after such consolidation, merger, reorganization
or transaction; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(3)     any
stock sale or other transaction or series of related transactions, whether or not the Corporation is a party thereto, after giving
effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly though
one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in
the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended); or



(4)     a
change in the composition of the board of directors of the Corporation, as a result of which fewer than a majority of the directors
are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Corporation
as of March 26, 2014, or (B) are elected, or nominated for election, to the board of directors of the Corporation with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual
whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors
to the Corporation).



but excluding, in any case referred to in clause (3) or (4)
of this definition, any bona fide primary or secondary public offering of stock.



2







For purposes of the definition of “Change of Control”,
the following definitions shall be applicable:



(1)     The
term “person” shall mean any individual, corporation or other entity and any group as such term is used in Section
13(d) (3) or 14(d) (2) of the Exchange Act.



| | (2) | Any person shall be deemed to be the beneficial owner of any shares of capital stock of the Corporation:
| | --- | --------------------------------------------------------------------------------------------------------



| | a. | which that person owns directly whether or not of record, or
| | -- | ------------------------------------------------------------



| | b. | which that person has the right to acquire pursuant to any agreement or understanding or upon exercise
of conversion rights, warrants, or options, or otherwise, or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | which are beneficially owned, directly or indirectly (including shares deemed owned through application
of clause (B) above, by an “affiliate” or “associate” (as defined in the rules of the Securities and Exchange
Commission under the Securities Act of 1933, as amended) of that person, or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | which are beneficially owned, directly or indirectly (including shares deemed owned through application
of clause (B) above), by any other person with which that person or his “affiliate” or “associate” (defined
as aforesaid) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting or disposing of capital
stock of the Corporation.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(3)     The
outstanding shares of capital stock of the Corporation shall include shares deemed owned through application of clause (ii) (b),
(c), and (d) above, but shall not include any other shares which may be issuable pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise, but which are not actually outstanding.]



| | 4. | TERM OF OPTION.
| | -- | ---------------



This Option shall
terminate on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the
Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power
of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this
Agreement, but shall be subject to earlier termination as provided herein or in the Plan.



3







If the Participant
ceases to be an Employee, director or Consultant of the Company or of an Affiliate for any reason other than the death or Disability
of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent
then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance
with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date
as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below.
In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination
Date.



If this Option
is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate
but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this
Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is
no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified
Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the
same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate.



Notwithstanding
the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the
Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no
event after the Option Expiration Date as specified in the Stock Option Grant Notice.



In the event the
Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any
unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her
service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if
subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that,
either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause,
then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.



In the event of
the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after
the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified
in the Stock Option Grant Notice. In such event, the Option shall be exercisable:



| | (a) | to the extent that the Option has become exercisable but has not been exercised as of the date
of the Participant’s termination of service due to Disability; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



4







| | (b) | in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would
have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of
days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event of
the death of the Participant while an Employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to
the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable:



| | (x) | to the extent that the Option has become exercisable but has not been exercised as of the date
of death; and
| | --- | ------------------------------------------------------------------------------------------------------------



| | (y) | in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant
not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s
date of death.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | METHOD OF EXERCISING OPTION.
| | -- | ----------------------------



Subject to the
terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially
the form of Exhibit A attached hereto (or in such other form acceptable to the Company, which may include electronic
notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by
the person exercising the Option (which signature may be provided electronically in a form acceptable to the Company). Payment
of the Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such
Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such
Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including,
without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised
shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered
in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option
shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.



5







| | 6. | PARTIAL EXERCISE.
| | -- | -----------------



Exercise of this
Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no
fractional share shall be issued pursuant to this Option.



| | 7. | NON-ASSIGNABILITY.
| | -- | ------------------



The Option shall
not be transferable by the Participant otherwise than by will or by the laws of descent and distribution. If this Option is a Non-Qualified
Option then it may also be transferred pursuant to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder. Except as provided above in this paragraph, the Option
shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or
incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the
provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.



| | 8. | NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.
| | -- | ----------------------------------------



The Participant
shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the
Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.



| | 9. | ADJUSTMENTS.
| | -- | ------------



The Plan contains
provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan
for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of
the Company are hereby made applicable hereunder and are incorporated herein by reference.



| | 10. | TAXES.
| | --- | ------



The Participant
acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to
this Option shall be the Participant’s responsibility. The Participant acknowledges and agrees that (i) the Participant was
free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional
advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and
without coercion or duress; (ii) the Participant has not received and is not relying upon any advice, representations or assurances
made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any
tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iii) neither
the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs,
taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes
deferred compensation under Section 409A of the Code.



6







If this Option
is designated in the Stock Option Grant Notice as a Non-Qualified Option or if the Option is an ISO and is converted into a Non-Qualified
Option and such Non-Qualified Option is exercised, the Participant agrees that the Company may withhold from the Participant’s
remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that
is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required
to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant
on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s
remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company
on demand, in cash, for the amount under-withheld.



| | 11. | PURCHASE FOR INVESTMENT.
| | --- | ------------------------



Unless the offering
and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the
Securities Act, the Company shall be under no obligation to issue the Shares covered by such exercise unless the Company has determined
that such exercise and issuance would be exempt from the registration requirements of the Securities Act and until the following
conditions have been fulfilled:



| | (a) | The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise,
that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for
sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound
by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant
to such exercise:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“The shares represented
by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a
pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act
of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and



7







| | (b) | If the Company so requires, the Company shall have received
an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the Securities Act without
registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until
completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without
limitation state securities or “blue sky” laws).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12. | RESTRICTIONS ON TRANSFER OF SHARES.
| | --- | -----------------------------------



12.1        The
Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such
Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether
in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days
following the closing of the offering, plus such additional period of time as may be required to comply with the rules of the Financial
Industry Regulatory Authority, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall
be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and
prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end
of the Lock-Up Period.



12.2       The
Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or
obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value
of the Shares before, at the time of, or following a termination of the service of the Participant by the Company, including, without
limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or
merged with or into another firm or entity.



| | 13. | NO OBLIGATION TO MAINTAIN RELATIONSHIP.
| | --- | ---------------------------------------



The Participant
acknowledges that: (i) the Company is not by the Plan or this Option obligated to continue the Participant as an Employee, director
or Consultant of the Company or an Affiliate; (ii) the Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (iii) the grant of the Option is a one-time benefit which does not create any contractual or other right to
receive future grants of options, or benefits in lieu of options; (iv) all determinations with respect to any such future grants,
including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option
price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (v) the Participant’s
participation in the Plan is voluntary; (vi) the value of the Option is an extraordinary item of compensation which is outside
the scope of the Participant’s employment or consulting contract, if any; and (vii) the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments.



8







| | 14. | IF OPTION IS INTENDED TO BE AN ISO.
| | --- | -----------------------------------



If this Option
is designated in the Stock Option Grant Notice as an ISO so that the Participant (or the Participant’s Survivors) may qualify
for the favorable tax treatment provided to holders of Options that meet the standards of Section 422 of the Code then any provision
of this Agreement or the Plan which conflicts with the Code so that this Option would not be deemed an ISO is null and void and
any ambiguities shall be resolved so that the Option qualifies as an ISO. The Participant should consult with the Participant’s
own tax advisors regarding the tax effects of the Option and the requirements necessary to obtain favorable tax treatment under
Section 422 of the Code, including, but not limited to, holding period requirements.



Notwithstanding
the foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an ISO and is not deemed to be
an ISO pursuant to Section 422(d) of the Code because the aggregate Fair Market Value (determined as of the Date of Option Grant)
of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time during any calendar year
in excess of $100,000, the portion of the Option representing such excess value shall be treated as a Non-Qualified Option and
the Participant shall be deemed to have taxable income measured by the difference between the then Fair Market Value of the Shares
received upon exercise and the price paid for such Shares pursuant to this Agreement.



Neither the Company
nor any Affiliate shall have any liability to the Participant, or any other party, if the Option (or any part thereof) that is
intended to be an ISO is not an ISO or for any action taken by the Administrator, including without limitation the conversion of
an ISO to a Non-Qualified Option.



| | 15. | NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO.
| | --- | ---------------------------------------------------------



If this Option
is designated in the Stock Option Grant Notice as an ISO then the Participant agrees to notify the Company in writing immediately
after the Participant makes a Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the ISO. A Disqualifying
Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale) of such Shares before the
later of (a) two years after the date the Participant was granted the ISO or (b) one year after the date the Participant acquired
Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Participant has died before the
Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.



9







| | 16. | NOTICES.
| | --- | --------



Any notices required
or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or
certified mail, return receipt requested, addressed as follows:



If to the Company:



Ruthigen, Inc.

2455 Bennett Valley Rd., Suite C116

Santa Rosa, CA 95404

Attention: Chief Financial Officer



If to the Participant at the address set forth on the Stock
Option Grant Notice



or to such other address or addresses of which notice in the
same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business
day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.



| | 17. | GOVERNING LAW.
| | --- | --------------



This Agreement
shall be governed by and construed in accordance with the laws of the Delaware, without giving effect to the conflict of
law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent
to exclusive jurisdiction in the state of Californiaand agree that such litigation shall be conducted in the state
courts of California or the federal courts of the United States for the Northern District of California.



| | 18. | BENEFIT OF AGREEMENT.
| | --- | ---------------------



Subject to the
provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.



| | 19. | ENTIRE AGREEMENT.
| | --- | -----------------



This Agreement,
together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to
interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement
shall be subject to and governed by the Plan.



10







| | 20. | MODIFICATIONS AND AMENDMENTS.
| | --- | -----------------------------



The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.



| | 21. | WAIVERS AND CONSENTS.
| | --- | ---------------------



Except as provided
in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.



| | 22. | DATA PRIVACY.
| | --- | -------------



By entering into
this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering
the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data
as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan;
and (ii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set
forth in this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



11







Exhibit A



NOTICE OF EXERCISE OF STOCK OPTION



[Form for Shares registered in
the United States]



To:      Ruthigen, Inc.



IMPORTANT NOTICE: This form of Notice of Exercise may only be
used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the
issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective.



Ladies and Gentlemen:



I hereby exercise my
Stock Option to purchase _________ shares (the “Shares”) of the common stock, $0.0001 par value, of Ruthigen, Inc.(the “Company”), at the exercise price of $6.37 per share, pursuant to and subject to the terms of that Stock Option
Grant Notice dated May 12, 2014.



I understand the nature
of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent
tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the
Option and the purchase and subsequent sale of the Shares.



I am paying the option
exercise price for the Shares as follows:



|
|



Please issue the Shares (check one):



 ̈ to
me; or



 ̈
to me and ____________________________, as joint tenants with right of survivorship,



at the following address:



|
|
|
|



Exhibit A-1







My mailing address
for shareholder communications, if different from the address listed above, is:



|
|
|
|



| | Very truly yours,      
| | -----------------------
| |                        
| |                        
| | Participant (signature)
| |                        
| |                        
| | Print Name             
| |                        
| |                        
| | Date                   



Exhibit A-2