EX-10.11




 Exhibit 10.11 

SECOND AMENDMENT TO LEASE 

(iRhythm Technologies, Inc.) 

THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of December 19, 2011 (the “Effective
Date”) by and between 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company (“Landlord”) and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”). 

RECITALS 
 This
Second Amendment is entered into upon the basis of, and with reference to the following facts, understandings and intentions of the parties: 

A. By that certain Office Lease dated April 30, 2008 (the “Original Lease”), as amended by that certain First Amendment to
Lease dated as of February 26, 2010 (the “First Amendment to Lease”) (collectively, the “Lease”), Landlord leased and demised to Tenant, approximately 11,064 square feet of rentable area (the “Premises”) located on
the third floor of that certain building (the “Building”) commonly known as 650 Townsend, San Francisco, California. 
 B.
Landlord and Tenant now wish to amend the Lease to extend the Term of the Lease and to make certain other modifications to the Lease, all on the terms and conditions set forth in this Second Amendment. 

NOW, THEREFORE, for good and valuable consideration, including the mutual covenants contained in the Lease and in this Second
Amendment, Landlord and Tenant hereby agree as follows: 
 1. Defined Terms. Except as expressly provided otherwise in this Second
Amendment, the terms that are defined in the Lease have the same meanings when used in this Second Amendment. 
 2. Basic Lease
Information. 
 (a) The principal Lease terms applicable to the Lease through April 30, 2012 are as set forth in the existing
Lease; provided, however, for so long as Tenant is not in default beyond any applicable notice and cure periods under the Lease, as amended by this Second Amendment, Tenant shall not be required to pay Base Monthly Rent attributable to the period
starting on January 1, 2012 and ending on April 30, 2012. 
 (b) The Second Amended and Restated Basic Lease Information attached
hereto as Exhibit A and incorporated herein by reference (the “Second Restated BLI”) contains the principal Lease terms applicable to the Lease, as amended by this Second Amendment, for the period from May 1, 2012 (the
“Second Renewal Term Commencement Date”) through and including April 30, 2014 (which period is referred to herein as the “Second Renewal Term”). All references in the Lease, as amended hereby, to the Basic Lease Information
with respect to the Second Renewal Term shall be deemed to refer to the Second Restated BLI. 








 3. Term. 

(a) As of the Effective Date, the Term of the Lease shall be extended for the Second Renewal Term so that, unless earlier terminated as
provided in the Lease, the new Expiration Date of the Lease shall be April 30, 2014. All references in the Lease to the Term shall include the Second Renewal Term. 

(b) Section 4 of the First Amendment to Lease entitled “Option to Extend Term After Renewal Term” is hereby deleted. 

4. Monthly Base Rent/Escalation Rent. 

(a) Commencing on the Second Renewal Term Commencement Date and continuing on the first day of each month thereafter through the Expiration
Date of the Lease established in Section 3(a) above, Tenant shall pay to Landlord, the Monthly Base Rent for the Premises as set forth in the Second Restated BLI. 

(b) Commencing on the Second Renewal Term Commencement Date and continuing on the first day of each month thereafter during the Second Renewal
Term, Tenant shall pay Escalation Rent as set forth in the Lease; however, the Operating Expense Year and the Tax Base Year, effective on and after the Second Renewal Term Commencement Date, shall be calendar year 2012 as set forth in the Second
Restated BLI. 
 5. Condition of the Premises. Tenant currently occupies the Premises pursuant to the terms of the Lease. As of the
Second Renewal Term Commencement Date, Tenant acknowledges that it shall continue to lease the Premises in its “as is” condition, and that Landlord has no obligation to make or pay for any improvements or alterations in the Premises or in
the Building in connection with the extension of the Term for the Second Renewal Term as described herein. Landlord acknowledges and agrees that the foregoing sentence is not intended to alter Landlord’s ongoing repair and maintenance
obligations that are expressly provided for in the Lease. 
 6. First Refusal Right. Landlord and Tenant acknowledge that
Tenant’s rights under Section 6 of the First Amendment to Lease entitled “First Refusal Right” have lapsed. Section 6 of the First Amendment to Lease is hereby deleted. 

7. Brokers. As a material inducement to Landlord to enter into this Second Amendment, Tenant represents and warrants to Landlord that,
as of the date of this Second Amendment: Tenant has had no dealings with any broker, agent or finder (“Broker”) in connection with the execution of this Second Amendment other than The CAC Group (“Landlord’s Broker”) and
Jones Lang LaSalle (“Tenant’s Broker”), and Tenant knows of no Broker (other than Landlord’s Broker and Tenant’s Broker) who is entitled to a commission in connection with this Second Amendment. Tenant agrees to indemnify
and defend Landlord against and hold Landlord harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing
commission or equivalent compensation alleged to be owing on account of any dealings with any Broker occurring by, through or under Tenant (other than Tenant’s Broker and Landlord’s Broker). Landlord shall pay a commission to Tenant’s
Broker pursuant to the terms of a separate written agreement between Landlord and Tenant’s Broker. 

  
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 8. No Further Amendment. Except as amended by this Second Amendment, the Lease shall
continue in full force and effect and in accordance with all of its terms. This Second Amendment and the Lease shall be construed as a whole in order to effectuate the intent of the parties to amend the Lease in the manner specified in this Second
Amendment. All provisions of the Lease affected by this Second Amendment shall be deemed amended regardless of whether so specified in this Second Amendment. Subject to the foregoing, if any provision of the Lease conflicts with the terms of this
Second Amendment, then the provisions of this Second Amendment shall control. 
 9. Governing Law. This Second Amendment shall be
construed in accordance with and governed by the laws of the State of California. 
 10. Execution. This Second Amendment shall not
be effective until executed by all of the parties hereto. This Second Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. 

11. Partial Invalidity. If any one or more of the provisions contained in this Second Amendment shall be invalid, illegal or
unenforceable in any respect, the remaining provisions contained herein shall not be affected in any way thereby. 
 12. Effective Date
of Amendment. The effective date of this Second Amendment and each and every provision herein is the Effective Date unless otherwise stated herein. 

13. Representations and Warranties by Tenant. As a material inducement to Landlord to enter into this Second Amendment, Tenant
represents and warrants to Landlord that, as of the date of this Second Amendment: 
 (a) The Lease is in full force and effect. There are
no defaults by Tenant under the Lease, and, to Tenant’s actual knowledge, without inquiry, there are no defaults by Landlord under the Lease, and, to Tenant’s actual knowledge, without inquiry, no circumstance has occurred which, but for
the expiration of an applicable grace period, would constitute an event of default by Landlord or Tenant under the Lease. To Tenant’s actual knowledge, Tenant currently has no defenses or rights of offset under the Lease. 

(b) Tenant has full right, power and authority to enter into this Second Amendment. The Lease, as amended by this Second Amendment, is a
binding and enforceable obligation of Tenant. 
 (c) Tenant is the sole lawful tenant under the Lease, and Tenant has not sublet, assigned,
conveyed, encumbered or otherwise transferred any of the right, title or interest of Tenant under the Lease or arising from its use or occupancy of the Premises, and no other person, partnership, corporation or other entity has any right, title or
interest in the Lease or the Premises, or the right to occupy all or any part of the Premises, by, through or under Tenant. 

  
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 14. Counterparts. This Second Amendment may be executed in counterparts with the same
effect as if the parties had executed one instrument, and each such counterpart shall constitute an original of this Second Amendment. 

15. Overrule Exercise of Option. The terms of this Second Amendment shall govern the Second Renewal Term, notwithstanding Tenant’s
exercise of the Extension Option under the First Amendment to Lease. 
 16. Lender Consent. Landlord represents that it has received
the consent to this Second Amendment of the holders of any mortgages or deeds of trust secured by the Project. 
 [Remainder of Page
Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date first
written above. 
  

									
	LANDLORD:
	
	 650 TOWNSEND ASSOCIATES LLC,

a Delaware limited liability company

		
	By:	 	Townsend Member LLC,
		 	a Delaware limited liability company
		 	Its: Sole Member
			
		 	By:	 	TMG 650 Townsend LLC,
		 		 	a Delaware limited liability company
		 		 	Its: Administrative Manager
				
		 		 	By:	 	TMG Partners,
		 		 		 	a California corporation
		 		 		 	Its: Managing Member
					
		 		 		 	By:	 	 /s/ Lynn Tolin

		 		 		 	Name:	 	 Lynn Tolin

		 		 		 	Its:	 	 Senior Vice President


  

			
	TENANT:
	
	IRHYTHM TECHNOLOGIES, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Shelly D. Guyer

	Name:	 	 Shelly D. Guyer

	Its:	 	 Executive Vice President, Chief Financial Officer










 EXHIBIT A 

SECOND AMENDED AND RESTATED BASIC LEASE INFORMATION 

APPLICABLE ON AND AFTER SECOND RENEWAL TERM 

COMMENCEMENT DATE 
  

			
	Lease Date:	  	April 30, 2008
		
	Date of Amendments:	  	 First Amendment to Lease, dated February 26, 2010 (the “First Amendment”)

 
 Second Amendment to Lease, dated December 19, 2011 (the “Second
Amendment”)

		
	Landlord:	  	650 Townsend Associates LLC, a Delaware limited liability company
		
	Tenant:	  	iRhythm Technologies, Inc., a Delaware corporation
		
	Premises:	  	Approximately 11,064 square feet of rentable area located on the third floor of the Building, commonly referred to as Suite 380, as shown on the Floor Plan attached to the Lease as Exhibit A
		
	Lease Commencement Date:	  	May 14, 2008
		
	 Second Renewal Term
 Commencement Date:
	  	  
 May 1, 2012

		
	Expiration Date:	  	April 30, 2014
		
	Term:	  	The period from the Lease Commencement Date to the Expiration Date
		
	Base Rent for the Second Renewal Term:	  	 For the period from May 1, 2012 through April 30, 2013:

 
 Annual Base Rent/Sq. Ft. (Net of Electrical):

$42.00 per rentable square foot
  

Monthly Base Rent (Net of Electrical):

$38,724.00











			
		  	 For the period from May 1, 2013 through April 30, 2014:

 
 Annual Base Rent/Sq. Ft. (Net of Electrical):

$43.26 per rentable square foot
  

Monthly Base Rent (Net of Electrical):
 $39,885.72

		
	Operating Expense Base Year:	  	Calendar year 2012
		
	Tax Base Year:	  	Calendar year 2012
		
	Tenant’s Percentage Share:	  	1.71%
		
	Permitted Use:	  	General office use, research, development and administrative and other office-related activities
		
	Security Deposit:	  	$91,278.00
		
	Building Directory Spaces:	  	One (1) directory strip
		
	Parking Spaces:	  	Two (2) unreserved parking spaces on the roof level of the Project parking garage
		
	Tenant’s Address:	  	 650 Townsend Street, Suite 380
 San Francisco,
CA 94103
 Attn: Chief Financial Officer

		
	Landlord’s Address for Notices:	  	 650 Townsend Associates LLC
 c/o TMG
Partners
 100 Bush Street, Suite 2600
 San Francisco, CA
94104
 Attn: Lynn Tolin

		
	Landlord’s Address for Payments:	  	 650 Townsend Associates LLC
 P.O. 49034

San Jose, CA 95161-9034

		
	Brokers (for Second Amendment only):	  	 Landlord’s Broker: N/A
  

Tenant’s Broker: Jones Lang LaSalle



  
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	Exhibits:	  	Exhibits to the Lease:
		
		  	Exhibit A: Floor Plan of the Premises
		  	Exhibit B: Rules and Regulations
		  	Exhibit C: RESERVED
		  	Exhibit D: Confirmation of Lease Term
		  	Exhibit E: Landlord’s Personal Property
		  	Exhibit F: Form of Letter of Credit
		
		  	Exhibits to the First Amendment to Lease:
		
		  	Exhibit A-First Amended and Restated BLI
		  	Exhibit B-Landlord’s Work
		  	Exhibit C-Second Refusal Space
		  	Exhibit D-SNDA Form for Existing Encumbrancer
		
		  	Exhibits to the Second Amendment to Lease
		
		  	Exhibit A-Second Amended and Restated BLI


  
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