0001564590-15-007001 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2014, is made by and between Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Contract
Warrant Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Tobira Therapeutics, Inc.
Resignation Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California

This letter (the “Agreement”) confirms the agreement between you and Tobira Therapeutics, Inc. (the “Company”) regarding your resignation from employment with the Company.

Tobira Therapeutics, Inc.
Employment Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations

You and Tobira Therapeutics, Inc. (the “Company”) entered into an employment offer letter dated July 23, 2011 (the “Employment Letter”) and a Notice of Stock Option Grant and Stock Option Agreement dated September 29, 2011 (the “Option Agreement”). The Company would like to amend the Employment Letter and Option Agreement as set forth herein.

Contract
Warrant Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

CONSULTING AGREEMENT
Consulting Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and TOBIRA THERAPEUTICS, INC., a Delaware corporation with offices located at 701 Gateway Boulevard, Suite 200, South San Francisco, CA 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 10, 2015, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, and TOBIRA THERAPEUTICS, INC., a Delaware corporation with offices located at 701 Gateway Boulevard, Suite 300, South San Francisco, CA 94080 (“Borrower”).

CONSULTING AGREEMENT
Consulting Agreement • August 11th, 2015 • Tobira Therapeutics, Inc. • Pharmaceutical preparations • California

This Consulting Agreement (the Agreement ), effective 7/15/14 (the Effective Date ), is entered into by CAROL L. BROSGART, M.D. , an individual with a principal place of business at 3133 Lewiston Avenue, Berkeley, CA 94705 ( Consultant ), and TOBIRA THERAPEUTICS, INC. a Delaware corporation with a place of business at 701 Gateway Blvd, Suite 200, South San Francisco, CA 94080 ( Company ). Consultant and Company agree as follows:

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