Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower or the Lenders determine that # the Consolidated Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and # a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under

“Restatement Event” means any Financial Restatement or a Covered Measure Restatement.

“Financial Restatement” means a restatement of the Company’s financial statements in order to correct a material error.

Employee agrees that if Employee is or becomes a [Section 16] executive officer of the Company, in the event of any Inaccurate Financial Statement, Employee will return to the Company on demand all incentive-based compensation payments (whether under this Award, the Plan or otherwise) made to Employee during the 3-year period preceding the date on which the Company is required to prepare an accounting restatement that are in excess of what would have been paid had such incentive-based compensation instead been determined under the accounting restatement (the “Payments”). In addition, Employee agrees to application of any clawback, forfeiture, recoupment, or similar requirement required to apply to incentive-based compensation granted to Employee under any current or future applicable law or listing standard or regulatory body requirement. An “Inaccurate Financial Statement” is any inaccurate financial statement due to material noncompliance by the Company with any financial reporting requirements under the securities laws.

Amendment and Restatement. This Agreement amends and restates the Existing Credit Agreement. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. On and after the Restatement Effective Date, # the Existing Credit Agreement and the other “Credit Documents” under the Existing Credit Agreement shall terminate and have no further force and effect (other than those obligations and liabilities that expressly survive the termination of the Existing Credit Agreement) and # the Existing Credit Agreement shall be amended and restated in the form of this Agreement and the Existing Credit Agreement and the other “Credit Documents” thereunder shall be replaced in full by this Agreement and the other Credit Documents.

The parties to the Existing Credit Agreement, to the extent party hereto, each hereby agrees that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, # the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement, and # the Commitments and Loans under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Commitments and Loans hereunder. This Agreement is not a novation of the Existing Credit Agreement. On the Closing Date, # the Loan Parties shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and # the credit extensions and commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Commitments of the Lenders shall be as set forth on [Schedule 2.01]. The Lenders hereby waive any requirement of the Borrower to provide compensation pursuant to Section 3.05 of the Existing Credit Agreement and this Agreement solely in connection with any such obligation to provide compensation that would result from borrowings, continuations, prepayments, and other payments occurring in connection with the Borrowing of any Revolving Loans or the Tranche A-1 Term Loan on the Closing Date or compliance with the conditions of [Section 5.01(g)].

Amendment and Restatement. As of the Effective Date, this amendment and restatement of the Plan supersedes and replaces in all respects the Amended and Restated Reata Pharmaceuticals, Inc. Long Term Incentive Plan, as in effect immediately prior to the Effective Date.

Ratification and Restatement. The Borrower hereby # restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Credit Documents to which it is a party, as of the date hereof and the Third Amendment Effective Date, in each case, after giving effect to the Transaction and the terms hereof and # restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Credit Documents as fully as if made on the date hereof and the Third Amendment Effective Date and with specific reference to this Agreement and any other Credit Documents executed or delivered in connection herewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date). This Agreement constitutes a Credit Document.

Amendment and Restatement. Notwithstanding this amendment and restatement of the Existing Guaranty Agreement, # all of the indebtedness, liabilities and obligations owing by the Guarantors or any other Person under the Existing Guaranty Agreement shall continue as obligations hereunder, and shall be and remain secured by this Guaranty Agreement, and # the guaranty hereunder is given as a substitution of, and not as a payment of the indebtedness, liabilities and obligations of the Guarantors under, the Existing Guaranty Agreement and neither the execution and delivery of this Guaranty Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Guaranty Agreement or the guaranty created thereunder.

The Administrative Agent shall have received # a consolidated balance sheet, prepared on a Pro Forma Basis, of the MLP Entity as of the Restatement Date acceptable to the Administrative Agent and an income statement showing the financial position of the MLP Entity for the twelve-month period ended on March 31, 2017, and # an updated financial model provided by the MLP Entity, which shall not be materially inconsistent with the prior financial model delivered by the MLP Entity to the Administrative Agent in connection with the amendment and restatement (except to the extent of any adjustments as may have been agreed between the Borrower and the Administrative Agent).