Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.

Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Existing Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as modified by this Amendment.

Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Promissory Note are and shall remain in full force and effect and are hereby ratified and confirmed by the Borrower. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Promissory Note or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrower that would require the waiver or consent of the Lender.

Limited Effect. The foregoing amendments are limited in effect and, except as specifically set forth above, shall apply only as expressly set forth in this Amendment and shall not constitute a consent, waiver, modification, approval or amendment of any other provision of the Loan Agreement or any other Loan Document. Except as expressly provided herein, # nothing herein shall limit in any way the rights and remedies of the Lender under the Loan Agreement and the other Loan Documents, and # the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed.

TRACON - Investment Agreement INVESTMENT AGREEMENT, dated as of December 22, 2022 (“Agreement”), between TRACON Pharmaceuticals, Inc., an entity organized or formed under the laws of the jurisdiction identified in [Annex I] (the “Counterparty”), on the one hand, and each of Batiste Investments LLC, a limited liability company and Maplewood Park Investments LP, a limited partnership, in each case formed under the laws of the jurisdiction identified on [Annex I] (“Investor No. 1” and “Investor No. 2”, respectively, and each of them, severally but not jointly an “Investor”, and collectively, the “Investors”), on the other hand.

Limited Liability. The Company shall be a limited liability company. The Company shall be liable for all its debts and obligations to the extent of its own assets. Each Party shall only be liable to the Company up to its committed capital contribution to the registered capital and capital reserve of the Company. Creditors of the Company (including taxation and other authorities) shall have no recourse whatsoever against any Party for any Liability of the Company.

The Parties hereby agree that the ​ measurement period for purposes of [Section 12.02(b)(ix)] ​ shall commence with ​

Limited Effect. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.

Date of Effectiveness; Limited Effect. This Amendment will become effective as of the date first written above (the “Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Employment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Employment Agreement or as a waiver of or consent to any further or future action on the part of either party that would require the waiver or consent of the other party. On and after the Effective Date, each reference in the Employment Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, will mean and be a reference to the Employment Agreement as amended by this Amendment.

Rights Limited. Nothing in the Plan will be construed as giving any Person # any right to continued Employment or # any rights as a shareholder, except as to Shares actually issued under the Plan upon exercise of a Share Option in accordance with, and subject to the restrictions included in, the Plan, the Award Agreement and the Option Exercise Agreement (and subject to the terms under the M&AA). The loss of existing or potential profit in Share Options will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of a Group Company or any of its Affiliates to the Participant.