Common use of N WITNESS WHEREOF Clause in Contracts

N WITNESS WHEREOF. the Company has caused this Warrant to be executed in its name and on its behalf by the facsimile signatures of its duly authorized officers. Dated: By: Name: Title: Countersigned: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: [REVERSE OF WARRANT CERTIFICATE] (Instructions for Exercise of Warrant) To exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn: which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”), of TRACON Pharmaceuticals, Inc. and represents that he has tendered payment for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated Name Please Print Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm). This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]

N WITNESS WHEREOF. the Company has parties hereto have caused this Warrant Agreement to be executed in its name duly executed, all as of the day and on its behalf by the facsimile signatures of its duly authorized officersyear first above written. Dated: By: Name: Title: Countersigned: [WARRANT AGENT AGENT], AS WARRANT AGENT By: Name: Title: [REVERSE OF WARRANT CERTIFICATE[Form if Warrants are attached to Other Securities and are not immediately detachable.] [Prior to , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Other Securities].] [Form of Legend if Warrants are not immediately exercisable.] [Prior to , Warrants evidenced by this Warrant Certificate cannot be exercised.] No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [if Warrants are attached to Other Securities and are not immediately detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [ ] time, on and] on or before [ ] p.m., [ ] time, on shares of [Title of Warrant Securities] (Instructions for Exercise the “Warrant Securities”), of WarrantTRACON Pharmaceuticals, Inc. (the “ Company ”) To on the following basis: during the period from , through and including , the exercise any Warrants evidenced hereby for price per Warrant Securities Security will be $ , subject to adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”), . The Holder may exercise the Holder must payWarrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercisedeach Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, to with the purchase form on the back hereof duly executed, at the corporate trust office of [Warrant Agent] [address name of Warrant Agent], Attn: which payment must specify or its successor as warrant agent (the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the “ Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”), of TRACON Pharmaceuticalswhich is, Inc. and represents that he has tendered payment for such Warrant Securitieson the date hereof, in lawful money of at the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated Name Please Print Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed Signature (Signature must conform in all respects to name of holder as specified on the face of this reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate and must bear a signature guarantee by a FINRA member firmAgreement (as hereinafter defined). This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]

N WITNESS WHEREOF. the Company has parties hereto have caused this Warrant Agreement to be executed in its name duly executed, all as of the day and on its behalf by the facsimile signatures of its duly authorized officersyear first above written. Dated: By: Name: Title: Countersigned: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: [REVERSE SIGNATURE PAGE TO PREFERRED STOCK WARRANT AGREEMENT] 17 FORM OF WARRANT CERTIFICATE [FACE OF WARRANT CERTIFICATE] (Instructions for Exercise [[Form if Warrants are attached to Other Securities and are not immediately detachable.] [Prior to , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Warrant) To exercise any Other Securities].] [Form of Legend if Warrants are not immediately exercisable.] [Prior to , Warrants evidenced hereby for by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [ ] P.M., [ ] TIME, ON, TRACON PHARMACEUTICALS, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE [TITLE OF WARRANT SECURITIES] No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [if Warrants are attached to Other Securities and are not immediately detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [ ] time, on and] on or before [ ] p.m., [ ] time, on shares of [Title of Warrant Securities] (the “Warrant Securities”), of TRACON Pharmaceuticals, Inc. (the “ Company ”) on the following basis: during the period from , through and including , the exercise price per Warrant Security will be $ , subject to adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”), . The Holder may exercise the Holder must payWarrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercisedeach Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, to with the purchase form on the back hereof duly executed, at the corporate trust office of [Warrant Agent] [address name of Warrant Agent], Attn: which payment must specify or its successor as warrant agent (the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the “ Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”), of TRACON Pharmaceuticalswhich is, Inc. and represents that he has tendered payment for such Warrant Securitieson the date hereof, in lawful money of at the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated Name Please Print Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed Signature (Signature must conform in all respects to name of holder as specified on the face of this reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate and must bear a signature guarantee by a FINRA member firmAgreement (as hereinafter defined). This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]

N WITNESS WHEREOF. the Company has parties hereto have caused this Warrant Agreement to be executed in its name duly executed, all as of the day and on its behalf by the facsimile signatures of its duly authorized officersyear first above written. Dated: By: Name: Title: Countersigned: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: [REVERSE OF WARRANT CERTIFICATE[Form if Warrants are attached to Other Securities and are not immediately detachable.] (Instructions for Exercise [Prior to , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Warrant) To exercise any Other Securities].] [Form of Legend if Warrants are not immediately exercisable.] [Prior to , Warrants evidenced hereby for by this Warrant Certificate cannot be exercised.] No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [if Warrants are attached to Other Securities and are not immediately detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [ ] time, [on and] on or before [ ] p.m., [ ] time, on , shares of Common Stock, par value $0.001 per share (the “Warrant Securities”), of TRACON Pharmaceuticals, Inc. (the “Company”) on the following basis: during the period from , through and including , the exercise price per Warrant Security will be $ , subject to adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”), . The Holder may exercise the Holder must payWarrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercisedeach Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, to with the purchase form on the back hereof duly executed, at the corporate trust office of [Warrant Agent] [address name of Warrant Agent], Attn: which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of Warrants) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share its successor as warrant agent (the “Warrant SecuritiesAgent”), of TRACON Pharmaceuticalswhich is, Inc. and represents that he has tendered payment for such Warrant Securitieson the date hereof, in lawful money of at the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated Name Please Print Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed Signature (Signature must conform in all respects to name of holder as specified on the face of this reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate and must bear a signature guarantee by a FINRA member firmAgreement (as hereinafter defined). This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]