Exhibit 4.4


 


SENSEONICS HOLDINGS, INC.





AND





, AS WARRANT AGENT





FORM OF COMMON STOCK

WARRANT AGREEMENT





DATED AS OF


 






    


     


    

 


SENSEONICS HOLDINGS, INC.








FORM OF COMMON STOCK WARRANT AGREEMENT


 


THIS COMMON STOCK WARRANT AGREEMENT (this
 “Agreement”), dated as of [·], between SENSEONICS HOLDINGS, INC.,
a Delaware corporation (the “Company”), and [·], a [corporation]
[national banking association] organized and existing under the laws of [·] and having
a corporate trust office in [·], as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes to sell [If
Warrants are sold with other securities —[title of such other securities being offered] (the “Other Securities”)
with] warrant certificates evidencing one or more warrants (the “Warrants” or, individually, a “Warrant”)
representing the right to purchase Common Stock of the Company, par value $0.001 per share (the “Warrant Securities”),
such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer,
exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form
and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced.


 


NOW THEREFORE, in consideration of the premises
and of the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1





ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES


 


1.1 Issuance of Warrants. [If Warrants
alone —Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Other Securities and Warrants
 —Warrant Certificates will be issued in connection with the issuance of the Other Securities but shall be separately transferable
and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to
the provisions contained herein and therein, to purchase one Warrant Security. [If Other Securities and Warrants —Warrant
Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [·]
Warrants for each [$[·] principal amount] [[·]
shares] of Other Securities issued.]


 


1.2 Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A
hereto, shall be dated the date of its countersignature by the Warrant Agent and may have such letters, numbers, or other marks of identification
or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be signed
on behalf of the Company by any of its present or future chief executive officers, presidents, senior vice presidents, vice presidents,
chief financial officers, chief legal officers, treasurers, assistant treasurers, controllers, assistant controllers, secretaries or assistant
secretaries under its corporate seal reproduced thereon. Such signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.


 


No Warrant Certificate shall be valid for any purpose,
and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of
the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence
that the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of the Company who shall have
signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates
so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the Company; and any Warrant Certificate
may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer.








 


The term “holder” or
 “holder of a Warrant Certificate” as used herein shall mean any person in whose name at the time any Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.





 






    


     


    

 


1.3 Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase Warrant Securities may be executed by the Company and delivered to the Warrant Agent upon
the execution of this Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed
on behalf of the Company, countersign such Warrant Certificates and shall deliver such Warrant Certificates to or upon the order of the
Company.


 


ARTICLE 2





WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


 


2.1 Warrant Price. During the period specified
in Section 2.2, each Warrant shall, subject to the terms of this Agreement and the applicable Warrant Certificate, entitle the holder
thereof to purchase the number of Warrant Securities specified in the applicable Warrant Certificate at an exercise price of $[·]
per Warrant Security, subject to adjustment upon the occurrence of certain events, as hereinafter provided. Such purchase price per Warrant
Security is referred to in this Agreement as the “Warrant Price.”


 


2.2 Duration of Warrants. Each Warrant may
be exercised in whole or in part at any time, as specified herein, on or after [the date thereof] [·]
and at or before [·] p.m., [City] time, on [·]
or such later date as the Company may designate by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their
addresses as set forth in the record books of the Warrant Agent (the “Expiration Date”). Each Warrant not exercised
at or before [·] p.m., [City] time, on the Expiration Date shall become void, and all
rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.


 


2.3 Exercise of Warrants.


 


(a) During the period specified in Section 2.2,
the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as
set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash
or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]
the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust
office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if,
at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities
purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such
Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities
on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at
the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise
of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised
shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the
Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received
by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the
end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent
shall promptly confirm such telephone advice to the Company in writing.


 


(b) The Warrant Agent shall, from time
to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were
exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of
the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the
Company shall reasonably require.


 


(c) As soon as practicable after the
exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant
the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed
by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and
an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the
number of Warrant Securities remaining unexercised.


 






    


     


    

 


(d) The Company shall not be required
to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of
the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that
no such tax or other charge is due.


 


(e) Prior to the issuance of any Warrants
there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but
unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.


 


ARTICLE 3





OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF

WARRANT CERTIFICATES


 


3.1 No Rights as Warrant Securityholder Conferred
by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of
the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions,
if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the
applicable Warrant Certificate.


 


3.2 Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or indemnity reasonably satisfactory to the Warrant Agent and
the Company and, in the case of mutilation, upon surrender of the mutilated Warrant Certificate to the Warrant Agent for cancellation,
then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser,
the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing Warrants
for a like number of Warrant Securities. Upon the issuance of any new Warrant Certificate under this Section 3.2, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates
duly executed and delivered hereunder. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.


 


3.3 Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant
Agent, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in such holder’s own behalf and
for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable
to enforce, or otherwise in respect of, such holder’s right to exercise the Warrants evidenced by such holder’s Warrant Certificate
in the manner provided in such holder’s Warrant Certificate and in this Agreement.


 


3.4 Adjustments.


 


(a) In case the Company shall at any
time subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant Securities purchasable under the Warrants shall be proportionately
increased. Conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares,
the Warrant Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Securities
purchasable under the Warrants shall be proportionately decreased.


 


(b) If at any time or from time to time
the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of the Warrants) shall
have received or become entitled to receive, without payment therefore,


 


(i) Common Stock or any shares of stock
or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options
to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;








 


(ii) any cash paid or payable otherwise
than as a cash dividend paid or payable out of the Company’s current or retained earnings;


 


(iii) any evidence of the Company’s
indebtedness or rights to subscribe for or purchase the Company’s indebtedness; or


 






    


     


    

 


(iv) Common Stock or additional stock
or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms
of Section 3.4(a) above), then and in each such case, the holder of each Warrant shall, upon the exercise of the Warrant, be
entitled to receive, in addition to the number of Warrant Securities receivable thereupon, and without payment of any additional consideration
therefore, the amount of stock and other securities and property (including cash and indebtedness or rights to subscribe for or purchase
indebtedness) which such holder would hold on the date of such exercise had such holder been the holder of record of such Warrant Securities
as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other
securities and property.


 


(c) In case of (i) any reclassification,
capital reorganization, or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend
provided for in Section 3.4(a) or Section 3.4(b) above), (ii) share exchange, merger or similar transaction of
the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is
the acquiring or surviving corporation and which does not result in any change in the Common Stock other than the issuance of additional
shares of Common Stock) or (iii) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties
and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition
of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holders of the Warrants, so that the holders of the Warrants shall have the right at any time prior
to the expiration of the Warrants to purchase, at a total price equal to that payable upon the exercise of the Warrants, the kind and
amount of shares of stock and other securities and property receivable in connection with such Reorganization Event by a holder of the
same number of Warrant Securities as were purchasable by the holders of the Warrants immediately prior to such Reorganization Event. In
any such case appropriate provisions shall be made with respect to the rights and interests of the holders of the Warrants so that the
provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon
exercise the Warrants, and appropriate adjustments shall be made to the Warrant Price payable hereunder provided the aggregate purchase
price shall remain the same. In the case of any transaction described in clauses (ii) and (iii) above, the Company shall thereupon
be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or
at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have
been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under
this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants
had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written
opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.


 


(d) The Company may, at its option, at
any time until the Expiration Date, reduce the then current Warrant Price to any amount deemed appropriate by the Board of Directors of
the Company for any period not exceeding twenty consecutive days (as evidenced in a resolution adopted by such Board of Directors), but
only upon giving the notices required by Section 3.5 at least ten days prior to taking such action.


 


(e) Except as herein otherwise expressly
provided, no adjustment in the Warrant Price shall be made by reason of the issuance of shares of Common Stock, or securities convertible
into or exchangeable for shares of Common Stock, or securities carrying the right to purchase any of the foregoing or for any other reason
whatsoever.


 






    


     


    

 


(f) No fractional Warrant Securities
shall be issued upon the exercise of Warrants. If more than one Warrant shall be exercised at one time by the same holder, the number
of full Warrant Securities which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant
Securities purchased pursuant to the Warrants so exercised. Instead of any fractional Warrant Security which would otherwise be issuable
upon exercise of any Warrant, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction
of the last reported sale price (or bid price if there were no sales) per Warrant Security, in either case as reported on the principal
registered national securities exchange on which the Warrant Securities are listed or admitted to trading on the business day that next
precedes the day of exercise or, if the Warrant Securities are not then listed or admitted to trading on any registered national securities
exchange, the average of the closing high bid and low asked prices as reported on the OTC Bulletin Board Service (the “OTC
Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc. (“FINRA” )
or, if not available on the OTC Bulletin Board, then the average of the closing high bid and low asked prices as reported on any other
U.S. quotation medium or inter-dealer quotation system on such date, or if on any such date the Warrant Securities are not listed or admitted
to trading on a registered national securities exchange, are not included in the OTC Bulletin Board, and are not quoted on any other U.S.
quotation medium or inter-dealer quotation system, an amount equal to the same fraction of the average of the closing bid and asked prices
as furnished by any FINRA member firm selected from time to time by the Company for that purpose at the close of business on the business
day that next precedes the day of exercise.


 


(g) Whenever the Warrant Price then in
effect is adjusted as herein provided, the Company shall mail to each holder of the Warrants at such holder’s address as it shall
appear on the books of the Company a statement setting forth the adjusted Warrant Price then and thereafter effective under the provisions
hereof, together with the facts, in reasonable detail, upon which such adjustment is based.


 


(h) Notwithstanding anything to the contrary
herein, in no event shall the Warrant Price, as adjusted in accordance with the terms hereof, be less than the par value per share of
Common Stock.


 


3.5 Notice to Warrantholders. In case the
Company shall (a) effect any dividend or distribution described in Section 3.4(b), (b) effect any Reorganization Event,
(c) make any distribution on or in respect of the Common Stock in connection with the dissolution, liquidation or winding up of the
Company, or (d) reduce the then current Warrant Price pursuant to Section 3.4(d), then the Company shall mail to each holder
of Warrants at such holder’s address as it shall appear on the books of the Warrant Agent, at least ten days prior to the applicable
date hereinafter specified, a notice stating (x) the record date for such dividend or distribution, or, if a record is not to be
taken, the date as of which the holders of record of Common Stock that will be entitled to such dividend or distribution are to be determined,
(y) the date on which such Reorganization Event, dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such Reorganization Event, dissolution, liquidation or winding up, or (z) the first
date on which the then current Warrant Price shall be reduced pursuant to Section 3.4(d). No failure to mail such notice nor any
defect therein or in the mailing thereof shall affect any such transaction or any adjustment in the Warrant Price required by Section 3.4.


 


3.6 [If the Warrants are Subject to Acceleration
by the Company, Insert — Acceleration of Warrants by the Company.


 


(a) At any time on or after [·],
the Company shall have the right to accelerate any or all Warrants at any time by causing them to expire at the close of business on the
day next preceding a specified date (the “Acceleration Date”), if the Market Price (as hereinafter defined)
of the Common Stock equals or exceeds [·] percent ([·]%)
of the then effective Warrant Price on any twenty Trading Days (as hereinafter defined) within a period of thirty consecutive Trading
Days ending no more than five Trading Days prior to the date on which the Company gives notice to the Warrant Agent of its election to
accelerate the Warrants.


 


(b) (b) “Market Price”
for each Trading Day shall be, if the Common Stock is listed or admitted to trading on any registered national securities exchange, the
last reported sale price, regular way (or, if no such price is reported, the average of the reported closing bid and asked prices, regular
way) of Common Stock, in either case as reported on the principal registered national securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted to trading on any registered national securities exchange, the average of
the closing high bid and low asked prices as reported on the OTC Bulletin Board operated by FINRA, or if not available on the OTC Bulletin
Board, then the average of the closing high bid and low asked prices as reported on any other U.S. quotation medium or inter-dealer quotation
system, or if on any such date the shares of Common Stock are not listed or admitted to trading on a registered national securities exchange,
are not included in the OTC Bulletin Board, and are not quoted on any other U.S. quotation medium or inter-dealer quotation system, the
average of the closing bid and asked prices as furnished by any FINRA member firm selected from time to time by the Company for that purpose.
 “Trading Day” shall be each Monday through Friday, other than any day on which securities are not traded in the system or
on the exchange that is the principal market for the Common Stock, as determined by the Board of Directors of the Company. In the event
of an acceleration of less than all of the Warrants, the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata or
in such other manner as it deems, in its discretion, to be fair and appropriate.


 






    


     


    

 


(c) Notice of an acceleration specifying
the Acceleration Date shall be sent by mail first class, postage prepaid, to each registered holder of a Warrant Certificate representing
a Warrant accelerated at such holder’s address appearing on the books of the Warrant Agent not more than sixty days nor less than
thirty days before the Acceleration Date. Such notice of an acceleration also shall be given no more than twenty days, and no less than
ten days, prior to the mailing of notice to registered holders of Warrants pursuant to this Section 3.6, by publication at least
once in a newspaper of general circulation in the City of New York.


 


(d) Any Warrant accelerated may be exercised
until [·] p.m., [City] time, on the business day next preceding the Acceleration Date.
The Warrant Price shall be payable as provided in Section 2.]


 


ARTICLE 4





EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1 Exchange and Transfer of Warrant Certificates.
Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part; provided that
such other Warrant Certificates evidence Warrants for the same aggregate number of Warrant Securities as the Warrant Certificates so surrendered.
The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe,
it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer, properly endorsed or accompanied
by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company
and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or registration
of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not
be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a
Warrant for a fraction of a Warrant Security or a number of Warrants for a whole number of Warrant Securities and a fraction of a Warrant
Security. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant Certificate surrendered
for such exchange or registration of transfer.


 


4.2 Treatment of Holders of Warrant Certificates.
The Company, the Warrant Agent and all other persons may treat the registered holder of a Warrant Certificate as the absolute owner
thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.


 


4.3 Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange, registration of transfer or exercise of the Warrants evidenced thereby shall, if surrendered
to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall
be promptly canceled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate
shall be issued hereunder in exchange therefor or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of canceled Warrant Certificates in a manner satisfactory to the Company.


 


ARTICLE 5





CONCERNING THE WARRANT AGENT


 


5.1 Warrant Agent. The Company hereby appoints
[·] as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein set forth, and [·] hereby accepts
such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it.
All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.








 


5.2 Conditions of Warrant Agent’s Obligations.
The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following to all of
which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be
subject:


 


(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without
negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent.
The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant
Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.


 






    


     


    

 


(b) Agent for the Company. In acting
under this Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does
not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners
of Warrants.


 


(c) Counsel. The Warrant Agent may consult
with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with
the advice of such counsel.


 


(d) Documents. The Warrant Agent shall
be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to
have been presented or signed by the proper parties.


 


(e) Certain Transactions. The Warrant
Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights
that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for,
any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which
the Company is a party.


 


(f) No Liability for Interest. Unless
otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability for Invalidity. The
Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to
the Warrant Agent’s countersignature thereon).


 


(h) No Responsibility for Representations.
The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i) No Implied Obligations. The Warrant
Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied
duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall
not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.








 


5.3 Resignation, Removal and Appointment of
Successors.


 


(a) The Company agrees, for the benefit
of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the
Warrants have been exercised or are no longer exercisable.


 


(b) The Warrant Agent may at any time
resign as agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation
shall become effective; provided that such date shall not be less than three months after the date on which such notice is given unless
the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the intended date when it shall become effective. Such resignation
or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be
a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall continue
to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.


 






    


     


    

 


(c) In case at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall commence
a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action
in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered
in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official)
of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its
property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as
aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment
as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease
to be Warrant Agent hereunder.


 


(d) Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder,
and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.


 


(e) Any corporation into which the Warrant
Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified
as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


 


ARTICLE 6





MISCELLANEOUS


 


6.1 Amendment. This Agreement may be amended
by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions
arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not
materially adversely affect the interests of the holders of the Warrant Certificates.


 


6.2 Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant
to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.








 


6.3 Addresses. Any communication from the
Company to the Warrant Agent with respect to this Agreement shall be addressed to [·],
Attention: [·] and any communication from the Warrant Agent to the Company with respect
to this Agreement shall be addressed to Senseonics Holdings, Inc., 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005,
Attn: Chief Financial Officer (or such other address as shall be specified in writing by the Warrant Agent or by the Company).


 


6.4 Governing Law. This Agreement and each
Warrant Certificate issued hereunder shall be governed by and construed in accordance with the laws of the State of New York.


 


6.5 Delivery of Prospectus. The Company
shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant
Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing
such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant
Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.


 






    


     


    

 


6.6 Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals
of governmental agencies and authorities and securities act filings under United States Federal and state laws (including without limitation
a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933, as amended), which may be
or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are
exercisable.


 


6.7 Persons Having Rights Under the Agreement.
Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates
any right, remedy or claim under or by reason of this Agreement.


 


6.8 Headings. The descriptive headings of
the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


6.9 Counterparts. This Agreement may be
executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.


 


6.10 Inspection of Agreement. A copy of
this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection
by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit such holder’s Warrant Certificate
for inspection by it.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	 	SENSEONICS
    HOLDINGS, INC., as Company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	ATTEST:	 
	 	 	 
	 	 
	 	COUNTERSIGNED
	 	 
	 	[•],
    as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	ATTEST:	          
	 	 	 


 


[SIGNATURE PAGE TO SENSEONICS HOLDINGS, INC.
COMMON STOCK WARRANT AGREEMENT]








 


EXHIBIT A





FORM OF WARRANT CERTIFICATE





[FACE OF WARRANT CERTIFICATE]


 


	[Form of Legend if Warrants are not immediately exercisable.]	[Prior to [·], Warrants evidenced by this Warrant Certificate cannot be exercised.]


 


EXERCISABLE ONLY IF
COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN 

VOID AFTER [·] P.M.,
[City] time, ON [·].


 






    


     


    




 


SENSEONICS HOLDINGS, INC.

WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

COMMON STOCK, PAR VALUE $0.001 PER SHARE


 


	No. [·]	[·] Warrants


 


This certifies that [·]
or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner to purchase,
at any time [after [·] p.m., [City] time, [on [·]
and] on or before [·] p.m., [City] time, on [·],
[·] shares of Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Senseonics Holdings, Inc. (the “Company”) on the following basis: during the period from [·],
through and including [·], the exercise price per Warrant Security will be $[·],
subject to adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”). The
Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full,
in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Security with respect to which this Warrant
is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the
back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant
Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject
to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).


 


The term “Holder” as used herein shall mean
the person in whose name at the time this Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent
for that purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by this Warrant Certificate may be exercised
to purchase a whole number of Warrant Securities in registered form. Upon any exercise of fewer than all of the Warrants evidenced by
this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate evidencing Warrants for the number of Warrant
Securities remaining unexercised.


 


This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [·] (the “Warrant Agreement”),
between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file
at the above-mentioned office of the Warrant Agent.


 


Transfer of this Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent by the registered owner or such owner’s assigns, in
the manner and subject to the limitations provided in the Warrant Agreement.


 


After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates representing Warrants for the same aggregate number of Warrant Securities.


 


This Warrant Certificate shall not entitle the Holder hereof to any
of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of dividends or distributions,
if any, on the Warrant Securities (except to the extent set forth in the Warrant Agreement) or to exercise any voting rights.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.


 


This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed in its name and on its behalf by the facsimile signatures of its duly authorized officers.


 


	Dated:	 	 
	 	 
	SENSEONICS
    HOLDINGS, INC., as Company	 
	 	 
	By:	            	 
	Name:	 	 
	Title:	 	 
	 	 
	ATTEST:	 	 
	 	 	 
	 	 
	COUNTERSIGNED	 
	 	 
	[•],
    as Warrant Agent	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	ATTEST:	 	 
	 	 	 


 






    


     


    

 


[REVERSE OF WARRANT CERTIFICATE]





(Instructions for Exercise of Warrant)


 


To exercise any Warrants evidenced hereby for Warrant
Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in
full for Warrants exercised, to [·] [address of Warrant Agent], Attention: [·],
which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete
the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended)
to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received
by the Warrant Agent within five business days of the payment.


 


(To be executed upon exercise of Warrants)


 


The undersigned hereby irrevocably elects to exercise
Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock, par value $0.001 per share (the “Warrant
Securities”), of Senseonics Holdings, Inc. and represents that the undersigned has tendered payment for such Warrant
Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing
House funds] [by bank wire transfer in immediately available funds], to the order of Senseonics Holdings, Inc., c/o [insert name
and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said Warrant Securities
be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with
the instructions set forth below.


 


If the number of Warrants exercised is less than
all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of
Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below.


 


	Dated:	 	 	Name:	 
	 	 	Please
    Print
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	(Insert
    Social Security or Other Identifying Number of Holder)	 	 
	 	 	 
	Signature
    Guaranteed:	 	 	 
	 	Signature	 	 
	 	 	 	 	 	 





(Signature must conform in all respects to name of holder as specified
on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm).


 


This Warrant may be exercised at the following addresses: By hand at:


 


[·]


 


By mail at:


 


[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised—complete as appropriate.]


 





ASSIGNMENT





[Form of assignment to be executed if Warrant
Holder desires to transfer Warrant]


 


FOR VALUE RECEIVED, hereby sells, assigns
and transfers unto:


 


	 	 	 
	(Please print name and address including zip code)	 	Please print Social Security or other identifying number


 


the right represented by the within Warrant to purchase shares of [Title
of Warrant Securities] of Senseonics Holdings, Inc. to which the within Warrant relates and appoints attorney to transfer such right
on the books of the Warrant Agent with full power of substitution in the premises.


 


	Dated:	 	 	Name:	 
	 	 	Signature


 


(Signature must conform in all respects to name
of holder as specified on the face of the Warrant)


 


	Signature Guaranteed