Assist the Governance Chair with agenda items and committee priorities as a member of the Governance Committee

To Monitor the Effectiveness of Board Governance Practices. The Corporate Governance Committee of the Board will annually review and evaluate the effectiveness of the governance practices under which the Board operates and make changes to these practices as needed.

Nominating & Governance $ 10,000

ARTICLE # Development; Governance 13

Governance and Nominations Committee:

Section # Member Governance Provisions.

Chairperson of the Nominating and Corporate Governance Committee. An Outside Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service.

Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer)

The equity compensation set forth below will be granted under the Tocagen Inc. 2016 Equity Incentive Plan (the “Plan”), subject to the Tocagen stockholders’ approval of the Plan. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per

Each Member will at all times comply with, and keep in full force and effect, the Member Governance Provisions of its organizational documents and will not amend, waive or modify the Member Governance Provisions of its organizational documents or amend, waive or modify any other provision of its organizational documents if it would have the effect of amending, waiving or modifying the Member Governance Provisions (including, in each case, by way of merger or consolidation).