Amendment No. 1 to Amended and Restated Investor Rights Agreement among the Registrant and certain of its stockholder, dated February 28, 2018

Exhibit 4.2

TRICIDA, INC.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

This Amendment No. 1 to the Amended and Restated Investor Rights Agreement (this “Amendment”), is made and entered into dated as of February 28, 2018, and amends that certain Amended and Restated Investor Rights Agreement, dated as of November 7, 2017 by and among Tricida, Inc., a Delaware corporation (the “Company”), and the entities set forth on Exhibit A thereto (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.

RECITALS

WHEREAS, pursuant to the terms of a Loan and Security Agreement of even date herewith, the Company shall issue warrants to Hercules Capital, Inc., a Maryland corporation, and Hercules Technology III, L.P., a Delaware limited partnership (collectively, the “Warrantholders”).

WHEREAS, the Company and the undersigned Investors desire to amend the Agreement to (i) grant the Warrantholders certain rights under the Agreement and (ii) make certain other changes to the Agreement.

WHEREAS, Section 5.5 of the Agreement provides that in most instances the Agreement may be amended with the prior written consent of the Company and the Requisite Holders.

WHEREAS, the undersigned stockholders, constituting the Requisite Holders, and the Company desire to amend the Agreement as set forth below pursuant to its terms.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENT OF AGREEMENT

“(h)    any Equity Securities that are issued by the Company in connection with a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act;

(i)    any Equity Securities that the Requisite Holders elect, by vote or written consent, voting together as a single class on an as-converted basis, to exclude from the rights of first refusal established by this Section 4; and

(j)    any Equity Securities (a) issued pursuant to the Hercules Warrants, or (b) to the Lender (as defined in the Loan Agreement) or its assignee or nominee pursuant to Section 8.1 of the Loan Agreement by and between the Company and

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each of its Qualified Subsidiaries (as defined in the Loan Agreement), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement and Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (as defined in the Loan Agreement), dated as of February 28, 2018 (the “Loan Agreement”).”

“(a)    Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Holders under this Agreement may be waived, only upon the prior written consent of the Company and the Requisite Holders; provided, however, that Section 3.6 may not be amended, waived or terminated without the prior written consent of Limulus as to Limulus’s rights, and without the prior written consent of Longitude as to Longitude’s rights, and Section 2.11 may not be amended, waived or terminated without the prior written consent of the Requisite Series D Holders (as defined in the Restated Charter); provided further, that Section 2 (with the exception of Section 2.2 (Demand Registration) and Section 2.13 (Rule 144 Reporting)) may not be amended, waived or terminated so as to adversely affect Hercules Capital, Inc. and Hercules Technology III, L.P. without the prior written consent of Hercules Capital, Inc. and Hercules Technology III, L.P., unless such amendment, waiver or termination affects the rights and obligations associated with the shares of Common Stock issued or issuable under each of the Hercules Warrants in the same manner as such amendment, waiver or termination affects the rights and obligations associated with the shares of Common Stock issuable upon conversion of all shares of Preferred Stock held by the Holders hereto.”

ARTICLE II

MISCELLANEOUS

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[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address: c/o OrbiMed Advisors, LLC

601 Lexington Avenue, 54th Floor

New York, NY 10022

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

Attn: Brian M. Isern

702 San Antonio Street

Austin, Texas 78701

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

Attn: Brian M. Isern

702 San Antonio Street

Austin, Texas 78701

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

Attn: Brian M. Isern

702 San Antonio Street

Austin, Texas 78701

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

Attn: Brian M. Isern

702 San Antonio Street

Austin, Texas 78701

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

Attn: Brian M. Isern

702 San Antonio Street

Austin, Texas 78701

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address:

3340 Hillview Avenue

Palo Alto, CA 94304

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address: c/o Mediphase Venture Partners

One Gateway Center, Suite 407

Newton, MA 02458

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address: 505 Hamilton Ave., Suite 207

Palo Alto, CA 94301

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Amended and Restated Investor Rights Agreement as of the date first written above.

Address: 505 Hamilton Ave., Suite 207

Palo Alto, CA 94301

Signature Page to Tricida, Inc.

Amendment No. 1 to the Amended and Restated Investor Rights Agreement