0001564590-19-005614 Sample Contracts

TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT
Common Stock Warrant Agreement • March 1st, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement ”), dated as of between TRACON Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent ”).

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TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF, 20 TRACON PHARMACEUTICALS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT
Preferred Stock Warrant Agreement • March 1st, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

P REFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as ofbetween TRACON Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and, a [corporation] [national banking association] organized and existing under the laws ofand having a corporate trust office in, as warrant agent (the “Warrant Agent”).

AMENDMENT NO. 1 TO Capital on Demand™ SALES AGREEMENT
Sales Agreement • March 1st, 2019 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

TRACON Pharmaceuticals, Inc. (the “Company”), and JonesTrading Institutional Services LLC (“JonesTrading”), are parties to that certain Capital on DemandTM Sales Agreement dated September 6, 2018 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 6 below):

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