EX-4.8




 Exhibit 4.8 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR
OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A
LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO CERTAIN EXTENSIONS) IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT, COPIES OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 
 WARRANT TO PURCHASE STOCK 

 

			
	Company:	 	iRhythm Technologies, Inc.
	Number of Shares:	 	As set forth in Paragraph A below
	Class:	 	Series D Preferred Stock
	Warrant Price:	 	$1.2422
	Issue Date:	 	As of June 3, 2014
	Expiration Date:	 	June 2, 2024, or earlier in accordance with Article 1.7 below
	Credit Facility:	 	This Warrant is issued in connection with the Second Amendment to the Amended and Restated Loan and Security Agreement between Silicon Valley Bank and the Company, as amended through the date hereof (collectively, and as may be
further amended and/or restated and in effect from time to time, the “Loan Agreement”) and the participation therein of Life Science Loans, LLC pursuant to an agreement between Silicon Valley Bank and Life Science Loans, LLC.

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, LIFE SCIENCE LOANS, LLC (together with any
successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to such number of fully paid and non-assessable shares of the above-stated class and series of
stock (the “Class”) of the above-named company (the “Company”) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject
to the provisions and upon the terms and conditions set forth in this Warrant. 
 A. Number Shares. On and as of the date of the
Second Term Loan A Advance (as defined in the Loan Agreement) made to the Company, this Warrant automatically shall become exercisable for such number of shares of the Class as shall equal (i)(a) 0.015, multiplied by (b) the amount of such Second
Term Loan A Advance, divided by (ii) the Warrant Price in effect on and as of the date of such Second Term Loan A Advance, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant (the “Second Term
Loan A Advance Shares”). On and as of the date of the Second Term Loan B Advance (as defined in the Loan Agreement) made to the Company, this Warrant automatically shall become exercisable for an additional number of shares of the Class as
shall equal (i)(a) 0.015, multiplied by (b) the amount of such Second Term Loan B Advance, divided by (ii) the Warrant Price in effect on and as of the date of such Second Term Loan B Advance, subject to adjustment thereafter from time to time in
accordance with the provisions of this Warrant (the “Second Term Loan B Advance Shares”). The Second Term Loan A Advance Shares and the Second Term Loan B shall be referred to below cumulatively as the “Shares”. 

  
 1 









 ARTICLE 1. EXERCISE. 

1.1 Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to
the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising the conversion right set forth in Article 1.2, a certified or bank
check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, upon delivery to the Company of the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1, into a number of Shares determined as follows: 

 

					
		 	X = Y(A-B)/A
			
	where:	 		  	
			
		 	X =	  	the number of Shares to be issued to the Holder;
			
		 	Y =	  	the number of Shares with respect to which this Warrant is being exercised;
			
		 	A =	  	the Fair Market Value (as determined pursuant to Article 1.3 below) of one Share; and
			
		 	B =	  	the Warrant Price.


 1.3 Fair Market Value. If the Company’s common stock is then traded or quoted on a
nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a
share of common stock reported for the business day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and
the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the business day immediately before
the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock
is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment. 

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant in the manner set forth in
Article 1.2 or 1.3 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise or conversion and, if this Warrant has not been fully exercised or converted and has not expired, a new warrant
of like tenor representing the Shares not so acquired. 
 1.5 Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or,
in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall promptly execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount. 

1.6 Holder’s Obligation to Execute Investors’ Rights Agreement and Voting Agreement. As to any Shares Holder receives
upon any exercise or conversion of this Warrant, Holder agrees to be bound by that certain Amended and Restated Investors’ Rights Agreement dated as of May 16, 2014 and that certain Amended and Restated Voting Agreement dated as of May 16,
2014, each by and among the Company and certain of the Company’s stockholders (as each may be amended from time to time), or similar agreements. 

  
 2 









 1.7 Treatment of Warrant Upon Acquisition of Company. 

1.7.1 Acquisition. For the purpose of this Warrant, “Acquisition” means any: (i) sale, lease, exclusive license, or
other disposition of all or substantially all of the assets of the Company. (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s
domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own or beneficially own less than a majority of the
Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at
least a majority of the Company’s then-total outstanding combined voting power. Notwithstanding the foregoing, Acquisition shall not include the sale of stock by the Company for capital raising purposes. 

1.7.2 Treatment of Warrant at Acquisition. 

A) In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash,
solely of Marketable Securities or a combination of cash and Marketable Securities, either: (i) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to and contingent
upon the consummation of such Acquisition, or (ii) if Holder does not exercise the Warrant, this Warrant will expire immediately prior to the-consummation of such Acquisition. The Company shall provide Holder with written notice relating to the
foregoing (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less
than ten (10) days prior to the closing of the proposed Acquisition. In the event the Company does not provide such notice, then if, upon the Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as
determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to
all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such automatic exercise and
conversion to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Article 4 of the Warrant as the date thereof. 

B) Upon the closing of any Acquisition other than as particularly described in subsection (A) above, the acquiring, surviving or successor
entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on and as of the record date for such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. 

C) As used in this Article 1.7, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer
thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information
under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise or convert this Warrant on or prior to the closing
thereof is then traded in Trading Market; and (iii) Holder would not be not be restricted by contract or by applicable federal and state securities laws from publicly re-selling, within six (6) months following the closing of such Acquisition, all
of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition. 

  
 3 









 ARTICLE 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class payable in
common stock or other securities or property (other than cash), then upon exercise or conversion of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property
which Holder would have received had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the
number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
 2.2
Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a
different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of
the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications,
exchanges, combinations substitutions, replacements or other similar events. 
 2.3 Conversion of Preferred Stock. If the Class
is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the
Company’s Certificate of Incorporation, then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would
have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which
one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. 

2.4 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Article 2, the number
of shares of common stock issuable upon conversion of the Shares shall be subject to adjustment; from time to time in the manner set forth in the Company’s Certificate of Incorporation (as
amended from time to time) as if the Shares were issued and outstanding on and as of the date of any such required adjustment. 
 2.5 No
Fractional Share. No fractional Share shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any
exercise or conversion of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with
Article 1.3 above) of a full Share, less (ii) the then-effective Warrant Price. 
 2.6 Certificate as to Adjustments. Upon each
adjustment of the Warrant Price, Class and/or number of Shares, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial
Officer or other duly authorized officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class and number of
Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price, Class and number of Shares. 

  
 4 









 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as of the original Issue
Date as follows: 
 (a) The initial Warrant Price first set forth above is not greater than the price per share at which shares of the
Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold. 

(b) All Shares which may be issued upon the exercise or conversion of this Warrant, and all securities, if any, issuable upon conversion of
the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, or applicable to all shares in the Class, or under
applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other
securities as will be sufficient to permit the exercise or conversion in full of this Warrant and the conversion of the Shares into common stock or such other securities. 

(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete in all material respects as of the original
Issue Date, immediately prior to the issuance of this Warrant. 
 3.2 Notice of Certain Events. If the Company proposes at any
time (a) to declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription or sale pro rata to the
holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights); (c) to effect any reclassification, reorganization or recapitalization
of the outstanding shares of the Class; (d) to effect an Acquisition or to liquidate, dissolve or wind up; and (e) to effect the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration
statement under the Act (the “IPO”); then, in connection with each such event, the Company shall give Holder: (1) at least ten (10) days prior written notice of the estimated date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the estimated date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d)
above; (2) in the case of the matters referred to in (c) and (d) above at least ten (10) days prior written notice of the estimated date when the same will take place (and specifying the
estimated=date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such
event); and (3)-with respect to the IPO, at least ten (10) days prior written notice of the estimated date on which the Company proposes to file its registration statement in connection therewith. Company will also provide information requested by
Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 
 3.3 No
Stockholder Rights. Without limiting any provision of this Warrant, Holder will not have any rights as a stockholder of the Company until the exercise or conversion of this Warrant. 

3.4 Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Stand-off provisions in Section
2.10 of the Amended and Restated Investor Rights Agreement dated as of March 27, 2013 by and among the Company and certain of the Company’s stockholders (as amended from time to time) or similar agreement. 

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows: 

4.1 Purchase for Accounts. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for the accounts of Holder and Life Science Loans, LLC, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring
this Warrant or the Shares (or the shares of common stock issuable upon conversion of the Shares). 

  
 5 









 4.2 Disclosure of Information. Holder is aware of the Company’s business affairs
and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.
Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the
Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the
Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under
the Act. 
 4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have
not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this
Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and
qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act. 
 ARTICLE 5. MISCELLANEOUS. 

5.1 Term. Subject to the provisions of Article 1.7_above, this Warrant is exercisable in whole or in part at any time and from
time to time on or before 6:00 PM, Pacific time, on the Expiration Date, and shall be void thereafter. 
 5.2 Legends. The Shares
(and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with legends in substantially the following forms, together with any such legends as may be required by applicable federal or state
securities laws: 
 THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT’), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO CERTAIN EXTENSIONS) IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS 

  
 6 









 
SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT, AMONG THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, COPIES OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares
issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company
shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that such affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the
Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144, including without limitation, the availability of current information as referenced in Rule 144(c), Holder represents that it
has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 

5.4 Transfer Procedure. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Holder may
transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such
transfer, Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the
transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision
herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise or conversion hereof, or any shares or other securities
issued upon any conversion of any Shares issued upon any exercise or conversion hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor. 

5.5 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed
delivered and effective (i) when given personally, (ii) on the third (3rd) business day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt
if given by facsimile or electronic mail, or (iv) on the first (1st) business day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as
may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time: in accordance with the provisions of this Article 5.5. All notices to Holder shall be addressed as follows until
the Company receives notice of a change of address in connection with a transfer or otherwise: 
 Life Science Loans, LLC 

c/o Loan Manager, LLC 
 3720
Carillon Point 
 Kirkland, Washington 98033-7455 

Attention: Erik J. Anderson 

Telephone: (425) 576-9850 

Email: eanderson@westrivercap.com 

With a copy (which shall not constitute notice) to: 

Perkins Coie LLP 
 1201 Third
Avenue, Suite 4800 
 Seattle, Washington 98101-3099 

Attention: David C. Clarke 

Telephone: (206) 359-8612 

Email: dclarke@perkinscoie.com 

  
 7 









 Notice to the Company shall be addressed as follows until Holder receives notice of a change in
address: 
 iRhythm Technologies, Inc. 

Attn: Chief Financial Officer 

650 Townsend Street, #380 
 San
Francisco, CA 94103 
 Telephone: 415-632-5700 

Facsimile: 415-632-5701 
 With a
copy (which shall not constitute notice) to: 
 Wilson Sonsini Goodrich & Rosati, P.C. 

Attn: Philip Oettinger 
 650
Page Mill Road 
 Palo Alto, CA 94304 

Facsimile: 650-493-6811 
 5.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought. 
 5.7 Attorney’s Fees. In the event of
any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees. 
 5.8 Counterparts; Facsimile Signatures. This Warrant may be executed in counterparts, all of which together shall
constitute one and the same agreement. Any signature page delivered by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. 

5.9 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law. 
 5.10 Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant. 
 [Remainder of page left blank
intentionally] 
 [Signature page follows] 

  
 8 









 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly
authorized representatives as of the date first above written. 
  

			
	“COMPANY”
	
	IRHYTHM TECHNOLOGIES, INC.
		
	By:	 	 /s/ Matthew Garrett

		
	Name:	 	 Matthew Garrett

		 	(Print)
	Title:	 	CFO
	
	“HOLDER”
	
	LIFE SCIENCE LOANS, LLC
		
	By:	 	Loan Manager, LLC, its Managing Member
		
	By:	 	  

		 	Erik J. Anderson, Manager


  
 9 









 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly
authorized representatives as of the date first above written. 
  

			
	“COMPANY”
	
	IRHYTHM TECHNOLOGIES, INC.
		
	By:	 	  

		
	Name:	 	  

		 	(Print)
	Title:	 	
	
	“HOLDER”
	
	LIFE SCIENCE LOANS, LLC
		
	By:	 	Loan Manager, LLC, its Managing Member
		
	By:	 	 /s/ Erik J. Anderson

		 	Erik J. Anderson, Manager









 APPENDIX 1 

NOTICE OF EXERCISE 
 1.
Holder elects to purchase                  shares of the Common/Series              Preferred
[strike one] Stock of                      pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in
full. 
 [or] 
 1. Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in Article 1.2 of the Warrant. This conversion is exercised for
                 of the Shares covered by the Warrant. 

[Strike paragraph that does not apply.] 

2. Please issue a certificate or certificates representing the Shares in the name specified below: 

 

	
	  

	 Holder’s Name

	
	  

	
	  

	 (Address)


 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as of the date hereof. 
  

					
	HOLDER:
	
	  

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  




  
 10 









 SCHEDULE 1 

Company Capitalization Table 

See attached 

  
 11 









 iRhythm Technologies, Inc. - Series E Pro Forma Cap Table 

 

					
	 Pre-Money Valuation:
	  	$	119,000,000	  
	 Price Per Share:
	  	$	1.4909	  

  

																													
	 	 	Pre Series E	 	 	 	 	 	 	 	 	Post Series E	 	 	 	 	 	 	 
	 	 	Fully Diluted
Shares	 	 	% of Fully Diluted	 	 	New Money	 	 	Series E Shares	 	 	Fully Diluted
Shares	 	 	% of Fully Diluted	 	 	% of Preferred
(As Converted)	 
	 Preferred Stock (including warrants)
	 				 				 				 				 				 				 			
	 Novo A/S
	 				 				 	$	13,999,999.77	  	 	 	9,390,301	  	 	 	9,390,301	  	 	 	10.04	% 	 	 	13.03	% 
	 Norwest Venture Partners XI, LP
	 	 	9,257,768	  	 	 	11.60	% 	 	$	1,499,998.97	  	 	 	1,006,103	  	 	 	10,263,871	  	 	 	10.97	% 	 	 	14.24	% 
	 Norwest Venture Partners XII, LP
	 	 	0	  	 	 	0.00	% 	 	$	1,499,998.97	  	 	 	1,006,103	  	 	 	1,006,103	  	 	 	1.08	% 	 	 	1.40	% 
	 Synergy Life Science Partners, LP
	 	 	13,315,989	  	 	 	16.68	% 	 				 				 	 	13,315,989	  	 	 	14.23	% 	 	 	18.47	% 
	 MDV - Revelation LLC
	 	 	11,971,245	  	 	 	15.00	% 	 				 				 	 	11,971,245	  	 	 	12.80	% 	 	 	16.61	% 
	 New Leaf Ventures II, L.P.
	 	 	9,608,986	  	 	 	12.04	% 	 				 				 	 	9,608,986	  	 	 	10.27	% 	 	 	13.33	% 
	 Kaiser Permanente
	 	 	7,513,520	  	 	 	9.41	% 	 				 				 	 	7,513,520	  	 	 	8.03	% 	 	 	10.42	% 
	 St. Jude Medical, Inc.
	 	 	6,300,191	  	 	 	7.89	% 	 				 				 	 	6,300,191	  	 	 	6.73	% 	 	 	8.74	% 
	 The Board of Trustees of the Leland Stanford
	 	 	1,579,818	  	 	 	1.98	% 	 	$	343,276.75	  	 	 	230,248	  	 	 	1,810,066	  	 	 	1.93	% 	 	 	2.51	% 
	 Silicon Valley Bank / SVB Financial Group
	 	 	408,534	  	 	 	0.51	% 	 				 				 	 	408,534	  	 	 	0.44	% 	 	 	0.57	% 
	 KFBSF
	 	 	267,359	  	 	 	0.33	% 	 				 				 	 	267,359	  	 	 	0.29	% 	 	 	0.37	% 
	 California HealthCare Foundation
	 	 	134,170	  	 	 	0.17	% 	 				 				 	 	134,170	  	 	 	0.14	% 	 	 	0.19	% 
	 WS Investment Company
	 	 	47,074	  	 	 	0.06	% 	 				 				 	 	47,074	  	 	 	0.05	% 	 	 	0.07	% 
	 Mirro Family Partnership
	 	 	24,171	  	 	 	0.03	% 	 				 				 	 	24,171	  	 	 	0.03	% 	 	 	0.03	% 
	 Jay H. Alexander Declaration of Trust dated NC
	 	 	16,033	  	 	 	0.02	% 	 				 				 	 	16,033	  	 	 	0.02	% 	 	 	0.02	% 
	 Michael D. Goldberg Family Trust
	 	 	6,309	  	 	 	0.01	% 	 				 				 	 	6,309	  	 	 	0.01	% 	 	 	0.01	% 
	 Scott B. Gibson
	 	 	2,932	  	 	 	0.00	% 	 				 				 	 	2,932	  	 	 	0.00	% 	 	 	0.00	% 
	 Joseph P. Ilvento, MD and Judy C. Dean, MD F
	 	 	2,932	  	 	 	0.00	% 	 	 	t,	  	 				 	 	2,932	  	 	 	0,00	% 	 	 	0.00	% 
	 Katz Family Ventures, LLC
	 	 	1,954	  	 	 	0.00	% 	 				 				 	 	1,954	  	 	 	0.00	% 	 	 	0.00	% 
	 Vance and Kathleen Vanier
	 	 	1,806	  	 	 	0.00	% 	 				 				 	 	1,806	  	 	 	0.00	% 	 	 	0.00	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		 	 	60,460,791	  	 	 	75.75	% 	 	$	17,343,274.46	  	 	 	11,632,755	  	 	 	72,093,546	  	 	 	77.06	% 	 	 	100.00	% 
	 Common Stock
	 				 				 				 				 				 				 			
	 Uday N. Kumar
	 	 	5,206,337	  	 	 	6.52	% 	 				 				 	 	5,206,337	  	 	 	5.57	% 	 			
	 Other Common Holders
	 	 	2,529,485	  	 	 	3.17	% 	 				 				 	 	2,529,485	  	 	 	2.70	% 	 			
	 Option Pool - Issued and Outstanding
	 	 	10,298,942	  	 	 	12.90	% 	 				 				 	 	10,298,942	  	 	 	11.01	% 	 			
	 Option Pool - Available’
	 	 	1,321,159	  	 	 	1.66	% 	 				 				 	 	3,421.159	  	 	 	3.66	% 	 			
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 			
		 	 	19,355,923	  	 	 	24.25	% 	 	$	0.00	  	 	 	0	  	 	 	21,455,923	  	 	 	22.94	% 	 			
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 			
		 	 	79,816,714	  	 	 	100.00	% 	 	$	17,343,274.46	  	 	 	11,632,755	  	 	 	93,549,469	  	 	 	100.00	% 	 			

 ‘Includes 2,100,000 share increase in post closing shares.