Changes to the Plan. The Board may amend, suspend or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants; provided, however, that any amendment to the Plan shall be submitted to the Company’s stockholders for approval not later than the earliest annual meeting for which the record date is after the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other amendments to the Plan to stockholders for approval; and provided further, that, without the consent of an affected Participant, no such Board action may have a material adverse affect on the rights of such Participant under any outstanding Award.

The Borrower shall not assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior consent of the Lenders.

Changes to the Budget. During the term of this Agreement, the Parties may discuss, subject to ​ Section 3.3(f) with respect to the Research Collaboration and any New Research Programs other than the ​ Programs, increases to the Budget for the Research Collaboration, which may include, without limitation, increases in the number of Institute FTEs allocated to perform activities hereunder. For clarity, any budget increases for the ​ Programs shall be subject to [Section 2.6(f)(iii)]. For the avoidance of doubt, the Parties agree that as of the Effective Date, ​.

Changes to the Budget. During the term of this Agreement, the Parties may discuss, subject to Atara’s final decision making authority pursuant to Section 3.3(f) with respect to the Research Collaboration and any New Research Programs other than the [ * ] [ * ] Programs, increases to the Budget for the Research Collaboration, which may include, without limitation, increases in the number of Institute FTEs allocated to perform activities hereunder. For clarity, any budget increases for the [ * ] Programs shall be subject to Section 2.6(f)(iii). For the avoidance of doubt, the Parties agree that there is no active Development Plan or Budget for Allogeneic Programs or Autologous Programs Specifically Directed to a Target that is associated with CMV (“CMV CTL Program”), and Atara will have no further costs or payment obligations associated with the CMV CTL Program, including any incremental wind-down or close-out costs.

Notice to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from the Borrower received pursuant to [clause (a) above].

[[Agent:Organization]]

[[Agent:Organization]] Legal Department Attention: Chief Legal Officer and Janice Bourque 400 Hamilton Avenue, Suite 310 Palo Alto, CA 94301 email: [[Email]] and [[Email]] Telephone: [[Phone]]

[[Hercules:Organization]] Legal Department Attention: ​ 400 Hamilton Avenue, Suite 310 Palo Alto, CA 94301 email: ​ Telephone: ​

[[Agent:Organization]] [[Agent:Organization]] IV, L.P. Legal Department Attention: Chief Legal Officer and Janice Bourque 400 Hamilton Avenue, Suite 310 Palo Alto, CA 94301 email: [[Email]]; [[Email]]; [[Email]] Telephone: [[Phone]]

[[Agent:Organization]] Legal Department Attention: Chief Legal Officer and Janice Bourque 400 Hamilton Avenue, Suite 310 Palo Alto, CA 94301 email: XXXXX Telephone: XXXXX