A compound having Formula II: wherein: R 1a, R 1b, R 1c, and R 1d are independently selected from the group consisting of hydrogen, halogen, hydroxy, amino, nitro, cyano, alkoxy, aryloxy, optionally substituted alkyl, haloalkyl, optionally substituted cycloalkyl, optionally substituted alkenyl, optionally substituted cycloalkenyl, optionally substituted aryl, optionally substituted heteroaryl, carboxamido, and sulfonamido; R 2 is selected from the group consisting of optionally substituted aryl and optionally substituted heteroaryl; R 3a and R 3b taken together form an optionally substituted cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, or cycloheptyl ring; R 4 is selected from the group consisting of hydrogen and optionally substituted C 1 -C 6 alkyl; R 5 is selected from the group consisting of: R 14 is hydrogen or C 1 -C 4 alkyl; and R 15 is hydrogen, p is 0, 1, 2, or 3; X is selected from the group consisting of O, S, and NR'; Y is selected from the group consisting of O, S, and NR"; R' is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; R" is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; and --- represents a single or a double bond, or a pharmaceutically acceptable salt thereof; provided the compound is not R 1a, R 1b, R 1c, and R 1d are independently selected from the group consisting of hydrogen, halogen, hydroxy, amino, nitro, cyano, alkoxy, aryloxy, optionally substituted alkyl, haloalkyl, optionally substituted cycloalkyl, optionally substituted alkenyl, optionally substituted cycloalkenyl, optionally substituted aryl, optionally substituted heteroaryl, carboxamido, and sulfonamido; R 2 is selected from the group consisting of optionally substituted aryl and optionally substituted heteroaryl; R 3a and R 3b taken together form an optionally substituted cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, or cycloheptyl ring; R 4 is selected from the group consisting of hydrogen and optionally substituted C 1 -C 6 alkyl; R 5 is selected from the group consisting of: R 14 is hydrogen or C 1 -C 4 alkyl; and R 15 is hydrogen, p is 0, 1, 2, or 3; X is selected from the group consisting of O, S, and NR'; Y is selected from the group consisting of O, S, and NR"; R' is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; R" is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; and --- represents a single or a double bond, or a pharmaceutically acceptable salt thereof; R 14 is hydrogen or C 1 -C 4 alkyl; and R 15 is hydrogen, p is 0, 1, 2, or 3; X is selected from the group consisting of O, S, and NR'; Y is selected from the group consisting of O, S, and NR"; R' is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; R" is selected from the group consisting of hydrogen, optionally substituted alkyl, aralkyl, and optionally substituted cycloalkyl; and --- represents a single or a double bond,