Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: 6▇▇-▇▇▇-▇▇▇▇ Attn: Mast Therapeutics, Inc. (“Borrower”) hereby requests that Agent direct the applicable lender (“Lender”) to make an Advance in the amount of $[●] on [●] (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s 's obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s 's obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s 's obligations under this Addendum, then (ix) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (iiy) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among between Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] ], 2016 Hercules Technology Growth Capital, Inc. (the “"Agent”") 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast Therapeutics, Inc. [Advance request to be provided to each Lender] CytRx Corporation (“"Borrower”") hereby requests that Agent direct the applicable lender from [Hercules Technology Growth Capital, Inc.]/[Hercules Technology III, L.P.] (“"Lender”") to make an Advance in the amount of _____________________ Dollars ($[●] ________________) on [●___], 201[6] (the “"Advance Date”") pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “"Agreement”"). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] , 2014 Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: 6▇▇▇-▇▇▇-▇▇▇▇ Attn: Mast Therapeutics, Inc. Celladon Corporation (“Borrower”) hereby requests that Agent direct the from Hercules Technology Growth Capital, Inc. or Hercules Technology III, L.P., as applicable lender (“Lender”) to make an Advance in the amount of $[●] Dollars ($ ) on [●] , (the “Advance Date”) pursuant to as a [CHECK APPROPRIATE BOX]: [ ] First Tranche Advance [ ] Second Tranche Advance under the Loan and Security Agreement among Borrower, Agent and Lender dated July 31, 2014 (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] June , 2014 Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: 6▇▇▇-▇▇▇-▇▇▇▇ Attn: Mast TherapeuticsLithera, Inc. (“Borrower”) hereby requests that Agent direct the applicable lender from Hercules Technology III, L.P.] (“Lender”) to make an Advance in the amount of $[●] Dollars ($ ) on [●] , (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (ix) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (iiy) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P., Hercules Technology II, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] ], 2016 Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast Therapeutics[Advance request to be provided to each Lender] Bellicum Pharmaceuticals, Inc. (“Borrower”) hereby requests that Agent direct the applicable lender from [Hercules Capital, Inc.]/[Hercules Technology III, L.P.]/[ Hercules Technology II, L.P.] (“Lender”) to make an Advance in the amount of $[●] on [●], 201[●] (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. EXHIBIT A ADVANCE REQUEST To: Agent: Date: [●, 20[ ] Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast TherapeuticsConstellation Pharmaceuticals, Inc. Inc., a Delaware corporation (“Borrower”) hereby requests that Agent direct the applicable lender from Hercules Capital, Inc. (“Lender”) to make an Advance in the amount of $[●] Dollars ($ ) on [●] , (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please: (a) Issue a check payable to Borrower or (b) Wire Funds to Borrower’s account [LAST 3 DIGITS] Bank: Address: ABA Number: Account Number: Account Name: Contact Person: Phone Number To Verify Wire Info: Email address: Borrower represents that the conditions precedent to the Advance set forth in the Agreement shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and (iii) that as of the Advance Date, no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Agent has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. Borrower hereby represents that Borrower’s corporate status and chief executive office have not changed since the date of the Agreement (except as otherwise disclosed to Agent) or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request. Borrower agrees to notify Agent promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if Agent has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. Executed as of [ ], 20[ ]. BORROWER: CONSTELLATION PHARMACEUTICALS, INC. SIGNATURE: TITLE: PRINT NAME: ATTACHMENT TO ADVANCE REQUEST Borrower hereby represents and warrants to Agent that Borrower’s current name and organizational status is as follows: Name: Constellation Pharmaceuticals, Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4488983 Borrower hereby represents and warrants to Agent that its current chief executive office is as follows: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ EXHIBIT B SECURED TERM PROMISSORY NOTE [THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE, AND YIELD TO MATURITY, PLEASE CONTACT ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CHIEF LEGAL OFFICE & GENERAL COUNSEL, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 02142.] $[ ],000,000 Advance Date: , 20[ ] Maturity Date: , 20[ ] FOR VALUE RECEIVED, Constellation Pharmaceuticals, Inc., a Delaware corporation (“Borrower”) hereby promises to pay to Hercules Capital, Inc., a Maryland corporation or its registered assigns (the “Lender”) at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as set forth in Section 2.2(c) of the Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Secured Term Promissory Note (this “Promissory Note”) is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated March 20, 2019, by and among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender in the State of New York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of New York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONSTELLATION PHARMACEUTICALS, INC. SIGNATURE: TITLE: PRINT NAME: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER 1. Borrower represents and warrants to Agent that Borrower’s current name and organizational status as of the Closing Date is as follows: Name: Constellation Pharmaceuticals, Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4488983 2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following: Name: Constellation Pharmaceuticals, Inc. Used during dates of: Type of Organization: State of organization: Organization file Number: Borrower’s fiscal year ends on December 31 Borrower’s federal employer tax identification number is: 3. Borrower represents and warrants to Agent that its chief executive office is located at . EXHIBIT D BORROWER’S PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES EXHIBIT E BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated as of March 20, 2019 and the Loan Documents (as defined therein) entered into in connection with such Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the “Loan Agreement”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital, Inc., as agent for the Lender (the “Agent”) and Constellation Pharmaceuticals, Inc., a Delaware corporation, as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies, in such capacity and not in his/her individual capacity, that as of the date hereof, that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending of all covenants, conditions and terms in the Loan Agreement (after giving effect to any materiality qualifiers or grace periods therein) and hereby reaffirms that all representations and warranties set forth in the Loan Agreement are true and correct in all material respects (or if qualified by materiality in all respects) on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 90 days The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of Borrower or its Subsidiary/Affiliate, as applicable. Depository AC # Financial Institution Account Type (Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: 4 5 6 7 BORROWER SUBSIDIARY / AFFILIATE COMPANY Name/Address 1 4 6 7 Were any accounts above opened since the last Compliance Certificate? Yes / No Very Truly Yours, CONSTELLATION PHARMACEUTICALS, INC. By: Name: Its: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between ., a corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●, 20[ ] Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast Therapeutics, Inc. MOTIF BIOSCIENCES INC. (“Borrower”) hereby requests that Agent direct the applicable lender from each of Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) to make an Advance in the aggregate amount of $[●] Dollars ($ ) on [●] , 20 (the “Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIIII, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: [●] ___________, 2006 Hercules Technology Growth CapitalII, Inc. L.P. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast TherapeuticsAcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests that Agent direct the applicable lender from Hercules Technology II, L.P. and Hercules Capital Funding Trust 2014-1 (collectively, “Lender”) to make an Advance in the amount of _____________________ Dollars ($[●] ________________) on [●] ______________, _____ (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their Affiliates affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. To: Agent: Date: __________, 20[●__] Hercules Technology Growth Capital, Inc. (the “Agent”) 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: 6▇▇-▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Mast TherapeuticsTricida, Inc. (“Borrower”) hereby requests that Agent direct the applicable lender from Hercules Capital, Inc. and Hercules Technology III, L.P. (each, a “Lender”) to make an Advance in the amount of _____________________ Dollars ($[●] ________________) on [●] ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of February 28, 2018 (as amended, restated, supplemented or modified from time to time, the “Agreement”) among Borrower, Agent and Lender (the “Agreement”)lenders party thereto. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.