EX-10.2



 Exhibit 10.2 

TOBIRA THERAPEUTICS, INC. 

2010 STOCK PLAN 

ADOPTED ON FEBRUARY 25, 2010 







 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	SECTION 1.	  	ESTABLISHMENT AND PURPOSE	  	1
			
	SECTION 2.	  	ADMINISTRATION	  	1
	(a)	  	Committees of the Board of Directors	  	1
	(b)	  	Authority of the Board of Directors	  	1
			
	SECTION 3.	  	ELIGIBILITY	  	1
	(a)	  	General Rule	  	1
	(b)	  	Ten-Percent Stockholders	  	1
			
	SECTION 4.	  	STOCK SUBJECT TO PLAN	  	2
	(a)	  	Basic Limitation	  	2
	(b)	  	Additional Shares	  	2
			
	SECTION 5.	  	TERMS AND CONDITIONS OF AWARDS OR SALES	  	2
	(a)	  	Stock Grant or Purchase Agreement	  	2
	(b)	  	Duration of Offers and Nontransferability of Rights	  	2
	(c)	  	Purchase Price	  	2
	(d)	  	Withholding Taxes	  	2
	(e)	  	Transfer Restrictions and Forfeiture Conditions	  	3
			
	SECTION 6.	  	TERMS AND CONDITIONS OF OPTIONS	  	3
	(a)	  	Stock Option Agreement	  	3
	(b)	  	Number of Shares	  	3
	(c)	  	Exercise Price	  	3
	(d)	  	Exercisability	  	3
	(e)	  	Basic Term	  	3
	(f)	  	Termination of Service (Except by Death)	  	4
	(g)	  	Leaves of Absence	  	4
	(h)	  	Death of Optionee	  	4
	(i)	  	Post-Exercise Restrictions on Transfer of Shares	  	5
	(j)	  	Pre-Exercise Restrictions on Transfer of Options or Shares	  	5
	(k)	  	Withholding Taxes	  	5
	(l)	  	No Rights as a Stockholder	  	5
	(m)	  	Modification, Extension and Assumption of Options	  	6
	(n)	  	Company’s Right to Cancel Certain Options	  	6
			
	SECTION 7.	  	PAYMENT FOR SHARES	  	6
	(a)	  	General Rule	  	6
	(b)	  	Services Rendered	  	6
	(c)	  	Promissory Note	  	6
	(d)	  	Surrender of Stock	  	6
	(e)	  	Exercise/Sale	  	6
	(f)	  	Other Forms of Payment	  	7


  
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	SECTION 8.		ADJUSTMENT OF SHARES		7
	(a)		General		7
	(b)		Mergers and Consolidations		7
	(c)		Reservation of Rights		8
			
	SECTION 9.		PRE-EXERCISE INFORMATION REQUIREMENT		8
	(a)		Application of Requirement		8
	(b)		Scope of Requirement		8
			
	SECTION 10.		MISCELLANEOUS PROVISIONS		8
	(a)		Securities Law Requirements		8
	(b)		No Retention Rights		9
	(c)		Treatment as Compensation		9
	(d)		Governing Law		9
			
	SECTION 11.		DURATION AND AMENDMENTS		9
	(a)		Term of the Plan		9
	(b)		Right to Amend or Terminate the Plan		9
	(c)		Effect of Amendment or Termination		9
			
	SECTION 12.		DEFINITIONS		10


  
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 TOBIRA THERAPEUTICS, INC. 2010
STOCK PLAN 
 SECTION 1. ESTABLISHMENT AND PURPOSE 

The purpose of the Plan is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to
increase such interest, by acquiring Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as ISOs intended to qualify under Section 422 of the Code. 
 Capitalized terms are defined in Section 12. 

SECTION 2. ADMINISTRATION 

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of one or
more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

 (b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority
and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all
persons deriving their rights from a Purchaser or Optionee. 
 SECTION 3. ELIGIBILITY 

(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory Options or the
direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs. 
 (b)
Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible
for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant.
For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied. 







 SECTION 4. STOCK SUBJECT TO PLAN. 

(a) Basic Limitation. Not more than seven hundred seventy-five thousand three hundred seventy-nine (775,379) Shares may be issued
under the Plan, subject to Subsection (b) below and Section 8(a).1 All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other
rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to
satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares. 
 (b)
Additional Shares. In the event that Shares previously issued under the Plan are reacquired by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise
would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option or
other right for any reason expires or is canceled, the Shares allocable to the unexercised portion of such Option or other right shall be added to the number of Shares then available for issuance under the Plan. 

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES. 

(a) Stock Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the
Grantee and the Company. Each sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms
and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement. The
provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical. 
 (b)
Duration of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to
the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted. 

(c) Purchase Price. The Board of Directors shall determine the Purchase Price of Shares to be offered under the Plan at its sole
discretion. The Purchase Price shall be payable in a form described in Section 7. 
 (d) Withholding Taxes. As a condition to
the award, purchase, vesting or transfer of Shares, the Grantee or Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise
in connection with such event. 
  
  

	1 	Please refer to Exhibit A for a schedule of the initial share reserve and any subsequent increases in the reserve. 


  
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 (e) Transfer Restrictions and Forfeiture Conditions. Any Shares awarded or sold under the
Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Grant
Agreement or Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. 
 SECTION 6.
TERMS AND CONDITIONS OF OPTIONS. 
 (a) Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan
and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. 

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall not be less
than 100% of the Fair Market Value of a Share on the Date of Grant, and in the case of an ISO a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of
Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7. This Subsection (c) shall not apply to an Option granted pursuant to an assumption of, or substitution for, another option in a manner
that complies with Section 424(a) of the Code (whether or not the Option is an ISO). 
 (d) Exercisability. Each Stock Option
Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or
(ii) otherwise agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole discretion. All of an Optionee’s Options shall
become exercisable in full if Section 8(b)(iv) applies. 
 (e) Basic Term. The Stock Option Agreement shall specify the term of
the Option. The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine
when an Option is to expire. 

  
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 (f) Termination of Service (Except by Death). If an Optionee’s Service terminates for
any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following dates: 

(i) The expiration date determined pursuant to Subsection (e) above; 

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such
earlier or later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or 

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as
the Board of Directors may determine. 
 The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such
Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before
the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s
Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options
directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). 
 (g) Leaves
of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this
purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). 
 (h) Death of
Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates: 

(i) The expiration date determined pursuant to Subsection (e) above; or 

(ii) The date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine
(but in no event earlier than six months after the Optionee’s death). 

  
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 All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options
under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). The
balance of such Options shall lapse when the Optionee dies. 
 (i) Post-Exercise Restrictions on Transfer of Shares. Any
Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set
forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. 

(j) Pre-Exercise Restrictions on Transfer of Options or Shares. An Option shall be transferable by the Optionee only by (i) a
beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, a Nonstatutory Option shall also be transferable by gift or
domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. In addition, an Option shall comply with all
conditions of Rule 12h-1(f)(1) under the Exchange Act until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Such conditions include, without
limitation, the transferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the Exchange Act, which shall apply to an Option and, prior to exercise, to the Shares to be issued upon
exercise of such Option during the period commencing on the Date of Grant and ending on the earlier of (i) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
(ii) the date when the Company makes a determination that it will cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the Exchange Act. During such period, an Option and, prior to
exercise, the Shares to be issued upon exercise of such Option shall be restricted as to any pledge, hypothecation or other transfer by the Optionee, including any short position, any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act). 

(k) Withholding Taxes. As a condition to the grant or exercise of an Option, the Optionee shall make such arrangements as the Board of
Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such grant or exercise. The Optionee shall also make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the vesting or transfer of Shares acquired by exercising an Option or any similar event. 

(l) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any
Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option. 

  
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 (m) Modification, Extension and Assumption of Options. Within the limitations of the Plan,
the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different
number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations
under such Option. 
 (n) Company’s Right to Cancel Certain Options. Any other provision of the Plan or a Stock Option Agreement
notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30
days’ notice in writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate Fair Market Value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option
as of the time of the cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a
negative amount, such Option may be cancelled without the delivery of any consideration. 
 SECTION 7. PAYMENT FOR SHARES 

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7. 
 (b) S ervices
Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award. 

(c) Promissory Note. At the discretion of the Board of Directors, all or a portion of the Purchase Price or Exercise Price (as the case
may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the
terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term,
interest rate, amortization requirements (if any) and other provisions of such note. 
 (d) Surrender of Stock. At the discretion of
the Board of Directors, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and
shall be valued at their Fair Market Value as of the date when the Option is exercised. 
 (e) Exercise/Sale. To the extent that a
Stock Option Agreement so provides, and if Stock is publicly traded, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. 

  
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 (f) Other Forms of Payment. To the extent that a Stock Purchase Agreement or Stock Option
Agreement so provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended. 

SECTION 8. ADJUSTMENT OF SHARES 

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or
consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments
shall automatically be made in each of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option and (iii) the Exercise Price under each outstanding Option.
In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of
Directors at its sole discretion may make appropriate adjustments in one or more of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option or (iii) the
Exercise Price under each outstanding Option; provided, however, that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code. 

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Options and Shares
acquired under the Plan shall be subject to the agreement of merger or consolidation, which need not treat all outstanding Options in an identical manner. Such agreement, without the Optionees’ consent, may dispose of Options that are not
exercisable as of the effective date of such merger or consolidation in any manner permitted by applicable law, including (without limitation) the cancellation of such Options without the payment of any consideration. Such agreement, without the
Optionees’ consent, shall provide for one or more of the following with respect to Options that are exercisable as of the effective date of such merger or consolidation: 

(i) The continuation of such Options by the Company (if the Company is the surviving corporation). 

(ii) The assumption of such Options by the surviving corporation or its parent in a manner that complies with
Section 424(a) of the Code (whether or not such Options are ISOs). 
 (iii) The substitution by the surviving
corporation or its parent of new options for such Options in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). 

  
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 (iv) The cancellation of such Options and a payment to the Optionees equal to the
excess of (A) the Fair Market Value of the Shares subject to such Options as of the effective date of such merger or consolidation over (B) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or
securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. 
 (v) The
cancellation of such Options. Any exercise of such Options prior to the closing date of such merger or consolidation may be contingent on the closing of such merger or consolidation. 

(c) Reservation of Rights. Except as provided in this Section 8, a Grantee, Purchaser or Optionee shall have no rights by reason
of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option
pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets. 
 SECTION 9. PRE-EXERCISE INFORMATION REQUIREMENT. 

(a) Application of Requirement. This Section 9 shall apply only during a period that (i) commences when the Company begins to
rely on the exemption described in Rule 12h-1(f)(1) under the Exchange Act, as determined by the Company in its sole discretion, and (ii) ends on the earlier of (A) the date when the Company ceases to rely on such exemption, as
determined by the Company in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. In addition, this Section 9 shall in no event apply to
an Optionee after he or she has fully exercised all of his or her Options. 
 (b) Scope of Requirement. The Company shall provide to
each Optionee the information described in Rule 701(e)(3), (4) and (5) under the Securities Act. Such information shall be provided at six-month intervals, and the financial statements included in such information shall not be more
than 180 days old. The foregoing notwithstanding, the Company shall not be required to provide such information unless the Optionee has agreed in writing, on a form prescribed by the Company, to keep such information confidential. 

SECTION 10. MISCELLANEOUS PROVISIONS. 

(a) Securities Law Requirements. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with
(or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company’s securities may then be traded. The Company shall not be liable for a failure to issue Shares that is attributable to such requirements. 

  
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 (b) No Retention Rights. Nothing in the Plan or in any right or Option granted under the
Plan shall confer upon the Grantee, Purchaser or Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or
retaining the Grantee, Purchaser or Optionee) or of the Grantee, Purchaser or Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

(c) Treatment as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a
part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other plan or program that is maintained or funded by the Company, a Parent or a Subsidiary. 

(d) Governing Law. The Plan and all awards, sales and grants under the Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 
 SECTION 11. DURATION AND AMENDMENTS.

 (a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of
Directors, subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under
the Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or
(ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant
to Subsection (b) below. 
 (b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the
Plan at any time and for any reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as
provided in Section 8) or (ii) materially changes the class of persons who are eligible for the grant of ISOs. Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase
in the number of Shares reserved under Section 4 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance on such increase shall be rescinded and no additional
grants, exercises or sales shall thereafter be made in reliance on such increase. 
 (c) Effect of Amendment or Termination. No
Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option (or any other right to purchase Shares) granted under the Plan prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously granted under the Plan. 

  
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 SECTION 12. DEFINITIONS 

(a) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time. 
 (b) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(c) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

 (d) “Company” shall mean Tobira Therapeutics, Inc., a Delaware corporation. 

(e) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a
Subsidiary as a consultant or advisor, excluding Employees and Outside Directors. 
 (f) “Date of
Grant” shall mean the date of grant specified in the applicable Stock Option Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Option or (ii) the first day of the
Optionee’s Service. 
 (g) “Disability” shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment. 
 (h)
“Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 

(i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

(j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an
Option, as specified by the Board of Directors in the applicable Stock Option Agreement. 
 (k) “Fair Market
Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 

(l) “Family Member” shall mean (i) any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Optionee’s household
(other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the
Optionee control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests. 

  
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 (m) “Grantee” shall mean a person to whom the Board of Directors
has awarded Shares under the Plan. 
 (n) “ISO” shall mean an employee incentive stock option described in
Section 422(b) of the Code. 
 (o) “Nonstatutory Option” shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code. 
 (p) “Option” shall mean an ISO or Nonstatutory Option granted under
the Plan and entitling the holder to purchase Shares. 
 (q) “Optionee” shall mean a person who holds an Option.

 (r) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(s) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 (t)
“Plan” shall mean this Tobira Therapeutics, Inc. 2010 Stock Plan. 
 (u) “Purchase Price”
shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors. 

(v) “Purchaser” shall mean a person to whom the Board of Directors has offered the right to purchase Shares under the
Plan (other than upon exercise of an Option). 
 (w) “Securities Act” shall mean the Securities Act of 1933, as
amended. 
 (x) “Service” shall mean service as an Employee, Outside Director or Consultant. 

(y) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable). 

(z) “Stock” shall mean the Common Stock of the Company. 

  
 11 








 (aa) “Stock Grant Agreement” shall mean the agreement between the Company
and a Grantee who is awarded Shares under the Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares. 

(bb) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms,
conditions and restrictions pertaining to the Optionee’s Option. 
 (cc) “Stock Purchase Agreement” shall mean
the agreement between the Company and a Purchaser who purchases Shares under the Plan that contains the terms, conditions and restrictions pertaining to the purchase of such Shares. 

(dd) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

  
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 EXHIBIT A 

SCHEDULE OF SHARES RESERVED FOR ISSUANCE
UNDER THE PLAN 
  

							
	 Date of Board

Approval
	 	 Date of Stockholder

Approval
	 	 Number of

Shares Added
	 	 Cumulative Number

of Shares

	 February 25, 2010
	 	March 4, 2010	 	Not Applicable	 	41,995
	 August 24, 2010
	 	August 24, 2010	 	175,645	 	217,640
	 October 13, 2010
	 	November 9, 2011	 	9,449	 	227,089
	 March 22, 2011
	 	November 9, 2011	 	93,665	 	320,754
	 April 7, 2011
	 	November 9, 2011	 	362,626	 	683,380
	 December 7, 2011
	 	December 7, 2011	 	197,241	 	880,621
	 February 7, 2013
	 	February 7, 2013	 	346,436	 	1,227,057
	 April 28, 2014
	 	April 28, 2014	 	433,292	 	1,660,349

 *Shares reflect the July 2014 26.4065866 for 1 reverse stock split and the exchange ratio pursuant to the Regado merger. 

  
 E-1 








 TOBIRA THERAPEUTICS, INC. 2010
STOCK PLAN 
 NOTICE OF STOCK OPTION
GRANT (INSTALLMENT VESTING) 
 The Optionee has been granted the following option to purchase shares of the
Common Stock of Tobira Therapeutics, Inc.: 
  

			
	Name of Optionee:		«Name»
		
	Total Number of Shares:		«TotalShares»
		
	Type of Option:		«ISO» Incentive Stock Option (ISO)
		
			«NSO» Nonstatutory Stock Option (NSO)
		
	Exercise Price per Share:		$«PricePerShare»
		
	Date of Grant:		«DateGrant»
		
	Date Exercisable:		This option may be exercised with respect to the first 25% of the Shares subject to this option when the Optionee completes twelve (12) months of continuous Service beginning with the Vesting Commencement Date set forth below.
This option may be exercised with respect to an additional 1/36th of the total remaining number of Shares subject to this option when the Optionee completes each month of continuous Service thereafter.
		
	Vesting Commencement Date:		«VestComDate»
		
	Expiration Date:		«ExpDate». This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement.

 By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and
conditions of, the 2010 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 13 of the Stock Option Agreement includes important acknowledgements
of the Optionee. 
  

							
	OPTIONEE:				TOBIRA THERAPEUTICS, INC.
				
	  
				By:		  

					Title:		  


  







 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED. 
 TOBIRA THERAPEUTICS, INC. 2010 STOCK
PLAN: 
 STOCK OPTION AGREEMENT 

SECTION 1. GRANT OF OPTION. 
 (a)
Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the
Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and
Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant. 

(b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to
be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 

(c) Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having
received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 14 of this Agreement. 

SECTION 2. RIGHT TO EXERCISE. 
 (a)
Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option
Grant. 
 (b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option
shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 
 SECTION 3. NO TRANSFER OR ASSIGNMENT OF
OPTION. 
 Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold,
pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 







 SECTION 4. EXERCISE PROCEDURES. 

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to
the Company pursuant to Section 12(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the
event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s
representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. 

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more
certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property
or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. The Company shall cause such certificates to be delivered to or upon the order of the person exercising this
option. 
 (c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a
result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising this option. 

SECTION 5. PAYMENT FOR STOCK. 
 (a)
Cash. All or part of the Purchase Price may be paid in cash or cash equivalents. 
 (b) Surrender of Stock. At
the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good
form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised. 
 (c)
Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. 


  
 2 








 SECTION 6. TERM AND EXPIRATION. 

(a) Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which
date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 

(b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then
this option shall expire on the earliest of the following occasions: 
 (i) The expiration date determined pursuant to
Subsection (a) above; 
 (ii) The date three months after the termination of the Optionee’s Service for any reason
other than Disability; or 
 (iii) The date six months after the termination of the Optionee’s Service by reason of
Disability. 
 The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent
that this option had become exercisable before the Optionee’s Service terminated. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet
exercisable. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s
estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s Service terminated. 

(c) Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following
dates: 
 (i) The expiration date determined pursuant to Subsection (a) above; or 

(ii) The date 12 months after the Optionee’s death. 

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. When
the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable. 

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may
adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the  

  
 3 








 
Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided
in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued
crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active
work. 
 (e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it
ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 
 (i) More than three months
after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code); 

(ii) More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability
(as defined in Section 22(e)(3) of the Code); or 
 (iii) More than three months after the date when the Optionee has
been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 

SECTION 7. RIGHT OF FIRST REFUSAL. 

(a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any
Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this
Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed
Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee
and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject,
however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it
received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the
Transfer  

  
 4 








 
Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the
Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall
require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days
after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be
made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer
Notice. 
 (c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with
or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an
adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged
for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made
to the number and/or class of the Shares subject to this Section 7. 
 (d) Termination of Right of First Refusal.
Any other provision of this Section 7 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the
Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above. 
 (e)
Permitted Transfers. This Section 7 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust
established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all
provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the
Transferee to the same extent as to the Optionee. 
 (f) Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the
applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement. 

  
 5 








 (g) Assignment of Right of First Refusal. The Board of Directors may freely assign
the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof; 
 (b) Any applicable listing requirement of any stock exchange or
other securities market on which Stock is listed has been satisfied; and 
 (c) Any other applicable provision of federal,
State or foreign law has been satisfied. 
 SECTION 9. NO REGISTRATION RIGHTS. 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 

SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES. 

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under
the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act, the securities laws of any State or any other law. 
 (b) Market Stand-Off. In connection with any
underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) 


  
 6 








 
shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such
period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst
recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar
successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of
such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the
Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this
Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act. 

(c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option
will be acquired for investment, and not with a view to the sale or distribution thereof. 
 (d) Investment Intent at
Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at
the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or
appropriate by the Company and its counsel. 
 (e) Legends. All certificates evidencing Shares purchased under this
Agreement shall bear the following legend: 
 “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED
OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS
OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

  
 7 








 All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the
following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 

(f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing
Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 

(g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this
Section 10 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION 11. ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be subject to the agreement
of merger or consolidation, as provided in Section 8(b) of the Plan. 
 SECTION 12. MISCELLANEOUS PROVISIONS. 

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder
with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

 (b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved
by each, to terminate his or her Service at any time and for any reason, with or without cause. 
 (c) Notice. Any
notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees
prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the
Company in accordance with this Subsection (c). 
 (d) Modifications and Waivers. No provision of this Agreement
shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the 


  
 8 








 
Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition
or provision or of the same condition or provision at another time. 
 (e) Entire Agreement. The Notice of Stock Option Grant,
this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or
implied) that relate to the subject matter hereof. 
 (f) Choice of Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

SECTION 13. ACKNOWLEDGEMENTS OF THE OPTIONEE. 

(a) Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or
the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant.
Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no
guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service
asserts that the valuation was too low. 
 (b) Electronic Delivery of Documents. The Optionee agrees to accept by email all
documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange
Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it
shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of
internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents. 

(c) No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not
have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the
Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the  

  
 9 








 
expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in
writing, by the Company or by an officer, employee, attorney or agent of the Company. 
 SECTION 14. DEFINITIONS. 

(a) “Agreement” shall mean this Stock Option Agreement. 

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time or, if a Committee has been appointed, such Committee. 
 (c) “Code” shall mean the
Internal Revenue Code of 1986, as amended. 
 (d) “Committee” shall mean a committee of the
Board of Directors, as described in Section 2 of the Plan. 
 (e) “Company” shall mean
Tobira Therapeutics, Inc., a Delaware corporation. 
 (f) “Consultant” shall mean a person who
performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors. 

(g) “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which
date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service. 

(h) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment. 
 (i) “Employee” shall
mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 

(j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this
option, as specified in the Notice of Stock Option Grant. 
 (k) “Fair Market Value” shall mean
the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 

(l) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 

(m) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.


  
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 (n) “Notice of Stock Option Grant” shall mean the document
so entitled to which this Agreement is attached. 
 (o) “NSO” shall mean a stock option not described
in Section 422(b) or 423(b) of the Code. 
 (p) “Optionee” shall mean the person
named in the Notice of Stock Option Grant. 
 (q) “Outside Director” shall mean a member of the
Board of Directors who is not an Employee. 
 (r) “Parent” shall mean any corporation (other
than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 
 (s) “Plan” shall mean the Tobira Therapeutics, Inc. 2010 Stock
Plan, as in effect on the Date of Grant. 
 (t) “Purchase Price” shall mean the Exercise Price
multiplied by the number of Shares with respect to which this option is being exercised. 
 (u) “Right of First
Refusal” shall mean the Company’s right of first refusal described in Section 7. 
 (v)
“Securities Act” shall mean the Securities Act of 1933, as amended. 
 (w)
“Service” shall mean service as an Employee, Outside Director or Consultant. 
 (x)
“Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable). 

(y) “Stock” shall mean the Common Stock of the Company. 

(z) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain. 
 (aa) “Transferee” shall mean any person to whom the Optionee has directly or
indirectly transferred any Share acquired under this Agreement. 
 (bb) “Transfer Notice” shall mean
the notice of a proposed transfer of Shares described in Section 7. 

  
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