Exhibit 10.7


 


FORM OF FIRST LIEN NOTE


 


THE SECURITIES REPRESENTED BY THIS NOTE
(AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION
OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS
OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”)
FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY WITH RESPECT TO THIS NOTE
MAY BE OBTAINED BY WRITING TO THE COMPANY AT THE FOLLOWING ADDRESS: 20451 Seneca Meadows Parkway, Germantown, MD 20876; ATTENTION:
Chief Financial Officer; EMAIL: nick.tressler@senseonics.com.


 


SECOND LIEN SECURED NOTE


 


	Note Number:	2020 – 1 
	 	 
	Issuance Date:	 
	 	 
	Original Principal Amount:	 
	 	 
	Interest:	
        7.50%
        Cash interest rate

         

        8.25%
        PIK interest rate

         

        Subject to adjustment as set forth in the Note Agreement

	 	 
	Interest Payment Dates:	Monthly in arrears, on the 1st of each month, commencing May 1, 2020
	 	 
	Maturity Date:	January 24, 2022


 


FOR VALUE RECEIVED,
the undersigned, Senseonics Holdings, Inc., a Delaware corporation (“Issuer”), hereby unconditionally promises
to pay to [Holder] (the “Holder”) the “Principal Amount” set forth above, or, if less,
the aggregate unpaid Principal (as defined below) amount of this Note, the accrued interest thereon and any Prepayment Premium,
in each case payable at such times and in such amounts as are specified in the Note Agreement.


 






     


     


    

 


This Second Lien Secured
Note (this “Note”) is one of the secured notes (the “Notes”) issued pursuant to that certain
Note Purchase and Exchange Agreement, dated as of April 21, 2020 (as may be amended, restated, supplemented or otherwise modified
from time to time, the Note Agreement”), by and among Issuer, the Guarantors party thereto, the Holder and the other
purchasers party thereto and Wilmington Savings Fund Society, FSB as Collateral Agent.


 


The Note Agreement,
among other things, (a) provides for the purchase of this Note by the Holder and (b) contains provisions for acceleration of the
maturity of the unpaid Principal amount of this Note upon the happening of certain stated events and also for prepayments pursuant
to the terms of the Note Agreement on account of the Principal hereof prior to the maturity hereof upon the terms and conditions
specified therein.


 


1.            Definitions.


 


(a)           Certain Defined Terms. Capitalized terms used herein without definition are used as defined in the Note Agreement.
For purposes of this Note, the following terms shall have the following meanings:


 


(i)          
“Conversion Amount” means the Principal amount to be converted together with accrued and unpaid interest
thereon.


 


(ii)         
“Conversion Date” means, (A) in the case of any Voluntary Conversion (as defined in Section 2(a)),
the date of the Holder’s delivery via facsimile or electronic mail of a Conversion Notice, and (B) in the case of any Forced
Conversion (as defined in Section 2(d)), the date of the Holder’s delivery via facsimile or electronic mail of a Forced
Conversion Holder Notice).


 


(iii)        
“Conversion Notice” has the meaning set forth in Section 2(c)(i).


 


(iv)        
“Conversion Premium” means, with respect to a Conversion Amount, an additional dollar amount payable
to the Holder equal to the aggregate amount of interest which, but for the conversion of such Conversion Amount, would have otherwise
been payable on such Conversion Amount from the Conversion Date until and including the Maturity Date (the
 “Prepayment Period”) if Issuer had elected to pay interest during the Prepayment Period in PIK Interest (whether or
not, at the time of the applicable conversion, Issuer had elected to pay interest on the Note in PIK Interest), as contemplated
by the Prepayment Premium in the Note Agreement.


 


(v)         
“Conversion Price” means, as of any Conversion Date, ninety percent (90%) of the greater of (A) the Fixed
Conversion Price and (B) the Daily VWAP on the Conversion Date or, if the Conversion Date is not a Trading Day, the Trading Day
immediately prior to the Conversion Date; provided, that in the event that a Stock Event is consummated on the Conversion
Date, the Daily VWAP shall be appropriately adjusted to reflect such Stock Event.


 


(vi)        
“Conversion Rate” has the meaning set forth in Section 2(b).


 


(vii)       
“Conversion Shares” means fully paid and nonassessable shares of Common Stock issued in connection with
the conversion of a Note.


 






     


     


    

 


(viii)      
“DTC” has the meaning set forth in Section 2(c)(ii).


 


(ix)         
“First Lien Note” means a first lien secured note issued pursuant to that certain Loan Agreement.


 


(x)          
“Fixed Conversion Price” means $0.57; provided, that the Fixed Conversion Price shall be
appropriately adjusted to reflect any Stock Event occurring after the Effective Date and following any adjustment of the Fixed
Conversion Price hereunder, the “Fixed Conversion Price” shall mean the Fixed Conversion Price as so adjusted.


 


(xi)         
“Forced Conversion” has the meaning set forth in Section 2(d)(i).


 


(xii)        
“Forced Conversion Conditions” means, as of any date of determination, (A) the Common Stock is listed
or quoted on a Principal Market (B) no Default or Event of Default has occurred and is continuing under the Note Agreement or the
Loan Agreement, (C) the conversion is in compliance with the Note Agreement (including, without limitation, with respect to the
Exchange Cap), (D) either (x) all shares of Common Stock issued pursuant to such Forced Conversion will be eligible for resale,
by a person that is not an Affiliate of Issuer, without registration under any applicable federal or state securities laws; or
(y) a shelf registration statement registering the resale of such shares of Common Stock is effective under the Securities Act
and available for use by the persons to whom such shares are to be issued, and Issuer expects such shelf registration statement
to remain effective and so available for use from the date of the issuance of such shares through the date that is thirty (30)
calendar days following such issuance, (E) the Daily VWAP on the date of the Forced Conversion Notice (or, in connection with a
Cash Prepayment as contemplated by Section 2.4(a)(ii) of the Note Agreement, the Daily VWAP as calculated pursuant to and during
the applicable periods contemplated by, the third sentence of Section 2.4(a)(ii) of the Note Agreement) shall be equal to or greater
than the Fixed Conversion Price and (F) Issuer’s transfer agent is participating in DTC’s Fast Automated Securities
Transfer Program.


 


(xiii)       
“Forced Conversion Notice” has the meaning set forth in Section 2(d)(ii).


 


(xiv)      
“Forced Conversion Holder Notice” has the meaning set forth in Section 2(d)(iii).


 


(xv)       
“Forced Conversion Maximum Share Amount” has the meaning set forth in Section 2(d)(iii).


 


(xvi)      
“Forced Second Lien Conversion Cap” means $8,675,000.


 


(xvii)     
“Loan Agreement” that certain Loan and Security Agreement, dated as of April 21, 2020 (as may be amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Issuer and
Senseonics, Incorporated, a Delaware corporation, as borrowers, the Holder as a lender and the other lenders party thereto and
Wilmington Savings Fund Society, FSB as collateral agent.


 


(xviii)    
“Note Agreement” has the meaning set forth in the recitals.


 






     


     


    

 


(xix)       
“Principal” means the outstanding principal amount of this Note as of any date of determination (including
any PIK Interest added to the principal).


 


(xx)        
“Principal Market” means The NYSE American, The New York Stock Exchange, The NASDAQ Global Select Market
or The NASDAQ Global Market (or any of their respective successors).


 


(xxi)       
“Resale Condition” means, as of any date of determination, either (A) the Company is then current in
its public reporting requirements pursuant to Rule 144(c)(1) under the Securities Act or (B) a registration statement is effective
covering the resale of the Conversion Shares issued in connection with such conversion.


 


(xxii)     
“Stock Event” means a stock split, stock combination, reclassification, payment of a cash or stock dividend,
recapitalization or other similar transaction of such character that the shares of Common Stock shall be changed into or become
exchangeable for a larger or small number of shares.


 


(xxiii)      “Strategic Transaction Announcement” means the public announcement by the Issuer in a press release broadly
distributed or on a Form 8-K furnished or filed with the SEC of the execution of the definitive agreement for (A) any transaction,
the consummation of which would constitute a Change in Control, (B) any sale of all or substantially all of the property and assets
of Issuer and its Subsidiaries on a consolidated basis, (C) any Product Intellectual Property Sale or (D) any commercialization,
development, distribution, collaboration or other partnering or strategic arrangement or transaction with a third party in respect
of the Products resulting in upfront investment or proceeds to Issuer or its Subsidiaries in excess of $20 million.


 


(xxiv)     
“Transfer Agent” has the meaning set forth in Section 2(c)(ii).


 


(xxv)      
“Voluntary Conversion” has the meaning set forth in Section 2(a).


 


(xxvi)    
“Voluntary Conversion Cap” means $7,000,000; provided that the Voluntary Conversion Cap may be
increased, from time to time, in accordance with Section 2(f).


 


(xxvii)    
“Voluntary Conversion Conditions” means, as of any date of determination, (A) the Common Stock is listed
or quoted on a Principal Market (B) no Default or Event of Default has occurred and is continuing under the Note Agreement or the
Loan Agreement, (C) the conversion is in compliance with the Note Agreement (including, without limitation, with respect to the
Exchange Cap and the Beneficial Ownership Cap), (D) either (x) all shares of Common Stock issued pursuant to such Voluntary Conversion
will be eligible for resale, by a person that is not an Affiliate of Issuer, without registration under any applicable federal
or state securities laws; or (y) a shelf registration statement registering the resale of such shares of Common Stock is effective
under the Securities Act and available for use by the persons to whom such shares are to be issued, and Issuer expects such shelf
registration statement to remain effective and so available for use from the date of the issuance of such shares through the date
that is thirty (30) calendar days following such issuance, and (E) Issuer’s transfer agent is participating in DTC’s
Fast Automated Securities Transfer Program.


 






     


     


    

 


2.            Conversion
Rights. This Note may be converted into shares of Common Stock on the terms and conditions set forth in this Section 2.


 


(a)           Conversion
at Option of the Holder. At any time during the period commencing on the Effective Date and ending on the close of business
on the second Business Day immediately prior to the Maturity Date, the Holder shall be entitled to convert all or any part of
the Principal into Conversion Shares in accordance with this Section 2 at the Conversion Rate (any such conversion at the
election of the Holder being referred to as a “Voluntary Conversion”); provided that (1) no Voluntary
Conversion shall be permitted at any time when the Voluntary Conversion Conditions are not met, (2) the aggregate Principal amount
of this Note converted pursuant to a Voluntary Conversion, together with the aggregate principal amount of the other Notes converted
pursuant to a Voluntary Conversion, shall not exceed the Voluntary Conversion Cap and (3) with respect to any Conversion Date,
the Principal amount of this Note, together with the aggregate principal amount of all other Notes and First Lien Notes converted
on such Conversion Date pursuant to a Voluntary Conversion, in the aggregate, shall not exceed (inclusive of any applicable Prepayment
Premium to be paid in connection therewith) $1,000,000; provided that Issuer may waive such limitation with respect to
any single Conversion Date, which such waiver may be transmitted by electronic mail. Issuer shall not issue any fraction of a
share of Common Stock upon any conversion.


 


(b)           Conversion Rate. The number of Conversion Shares issuable upon a conversion of any portion of this Note pursuant
to this Section 2, shall be determined according to the following formula (the “Conversion Rate”):


 


               (Conversion
Amount + Conversion Premium)            

Conversion Price


 


If the issuance would result in the issuance
of a fraction of a share of Common Stock, then Issuer shall round such fraction of a share of Common Stock up or down to the nearest
whole share (with 0.5 rounded up).


 


(c)           Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:


 


(i)           Holder’s
Delivery Requirements. To convert a Conversion Amount into Conversion Shares pursuant to Section 2(a) above on any
date, the Holder shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m.
New York City time on such date, a copy of an executed conversion notice in the form attached hereto as Exhibit A (the
 “Conversion Notice”) to Issuer (at 20451 Seneca Meadows Parkway, Germantown, MD 20876, Attention: Chief
Financial Officer; Email: nick.tressler@senseonics.com, or at such other office or agency as Issuer may designate in writing),
and (B) if required by Section 2(c)(v), surrender to a common carrier for delivery to Issuer, no later than three (3) Business
Days after the Conversion Date, of the original Note being converted (or an indemnification undertaking in customary form with
respect to this Note in the case of its loss, theft or destruction).


 






     


     


    

 


(ii)          Issuer’s
Response. Upon receipt by Issuer of a copy of a Conversion Notice, or in the case of a Forced Conversion, receipt by Issuer
of the Forced Conversion Holder Notice (as defined in Section 2(d)(ii)) in accordance with Section 2(d), Issuer
(A) shall promptly send, via facsimile or electronic mail, a confirmation of receipt of such Conversion Notice to the Holder and
Issuer’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction
to the Transfer Agent to process the Voluntary Conversion or Forced Conversion in accordance with the terms herein, and (B) on
or before the second (2nd) Business Day (or, if earlier, the end of the standard settlement
period for U.S. broker-dealer securities transactions) following (I) the date of receipt or deemed receipt by Issuer of the Conversion
Notice or (II) the date of receipt by Issuer of the Forced Conversion Holder Notice, shall credit such aggregate number of Conversion
Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository
Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (DWAC) system for the number of Conversion
Shares to which the Holder shall be entitled.


 


(iii)         Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price or the arithmetic calculation
of the Conversion Rate, Issuer shall instruct the Transfer Agent to issue to the Holder the number of Conversion Shares that is
not disputed and shall transmit an explanation of the disputed determinations or arithmetic calculations to the Holder via facsimile
(A) with respect to a dispute as to the Conversion Price or the arithmetic calculation of the Conversion Rate relating to a Forced
Conversion within two (2) Business Days of receipt or deemed receipt of the Forced Conversion Holder Notice or other date of determination
and (B) with respect to a dispute as to the Conversion Price or the arithmetic calculation of the Conversion Rate relating to a
Voluntary Conversion, within one (1) Business Day of receipt or deemed receipt of the Conversion Notice or other date of determination.
If the Holder and Issuer are unable to agree upon the determination of the Conversion Price or arithmetic calculation of the Conversion
Rate within one (1) Business Day of such disputed determination or arithmetic calculation being transmitted to the Holder, then
Issuer shall promptly (and in any event within two (2) Business Days) submit via facsimile (A) the disputed determination of the
Conversion Price to an independent, reputable investment banking firm agreed to by Issuer and the Required Purchasers, or (B) the
disputed arithmetic calculation of the Conversion Rate to Issuer’s independent registered public accounting firm, as the
case may be. Issuer shall direct the investment bank or the accounting firm, as the case may be, to perform the determinations
or calculations and notify Issuer and the Holder of the results no later than two (2) Business Days from the time it receives the
disputed determinations or calculations. Such investment bank’s or accounting firm’s determination or calculation,
as the case may be, shall be binding upon all parties absent manifest error, and the fees and expenses of such investment bank
or accountant shall be paid one-half by Issuer and one-half by the Holder.


 


(iv)         Record Holder. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of this
Note shall be treated for all purposes as the legal and record holder or holders of such shares of Common Stock,(A) in the case
of a Voluntary Conversion, upon delivery by the Holder of the Conversion Notice, (B) in the case of a Forced Conversion, upon delivery
by the Holder to Issuer the Forced Conversion Holder Notice, or (C) in the case of Conversion Shares the issuance of which (whether
in connection with a Voluntary Conversion or a Forced Conversion) is subject to a bona fide dispute that is subject to and
being resolved pursuant to, and in compliance with the time periods and other provisions of, the dispute resolution provisions
of Section 2(c)(iii), the first Business Day after the resolution of such bona fide dispute.


 






     


     


    

 


(v)          Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion or repayment of this Note in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Note to Issuer unless all of the Principal is being converted
or repaid. The Holder and Issuer shall maintain records showing the Principal converted or repaid and the dates of such conversions
or repayments or shall use such other method, reasonably satisfactory to the Holder and Issuer, so as not to require physical
surrender of this Note upon any such partial conversion or repayment. Notwithstanding the foregoing, if this Note is converted
or repaid as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to Issuer,
whereupon Issuer will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder
may request, representing in the aggregate the remaining Principal represented by this Note. The Holder and any assignee, by acceptance
of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or repayment of
any portion of this Note, the Principal of this Note may be less than the “Principal Amount” stated on the face hereof.


 


(d)           Forced
Conversion.


 


(i)           Subject to the terms and conditions of this Section 2, including the Forced Conversion Conditions and the limitations
set forth in Sections 2.4 and 2.7 of the Note Agreement, (x) in connection with a Cash Prepayment as set forth in Section 2.4(a)(ii)
of the Note Agreement or (y) from and after the Strategic Transaction Announcement, Issuer may cause the conversion into Conversion
Shares (a “Forced Conversion”) of the outstanding Principal amount of this Note set forth in the Forced Conversion
Notice (as defined below); provided that (A) other than with respect to a Cash Prepayment, the aggregate Principal amount
converted pursuant to a Forced Conversion shall not exceed the Forced Second Lien Conversion Cap, (B) other than with respect to
a Cash Prepayment, with respect to any Conversion Date, the Principal amount of this Note, together with the aggregate Principal
amount of all other Notes and Second Lien Notes converted on such Conversion Date as a result of a Forced Conversion, in the aggregate,
shall not exceed (inclusive of any applicable Prepayment Premium to be paid in connection therewith) $300,000 and (C) the Forced
Conversion Conditions are satisfied. Issuer shall effect Forced Conversions under each of the Notes on a pro rata basis, based
upon the respective outstanding Principal amounts thereof.


 


(ii)          To effect a Forced Conversion, Issuer shall send a written notice via electronic mail to the Holder (a “Forced
Conversion Notice”) at any time between 4:00 p.m. and 6:00 p.m., New York City time on the Trading Day on which Issuer
wishes to effect a Forced Conversion. The Forced Conversion Notice shall certify that the Forced Conversion Conditions and the
other applicable conditions set forth in this Section 2 and Section 2.7 of the Note Agreement have been satisfied (including
reasonable supporting information), shall state the Principal amount hereunder that Issuer shall cause to be converted on the Conversion
Date and shall state the number of Conversion Shares to be issued to the Holder (subject to Section 2(d)(iii) and the other
terms and conditions of this Section 2(d)). Simultaneously with delivery of a Forced Conversion Notice hereunder, Issuer
shall send a Forced Conversion Notice with respect to a pro rata portion of the principal of each other Note.


 






     


     


    

 


(iii)         By
no later than 5:00 p.m., New York City time on the first Trading Day following the date of the Forced Conversion Notice, the Holder
shall confirm to Issuer via electronic mail whether the Beneficial Ownership Cap will reduce the number of shares that may be
issued pursuant to such Forced Conversion (the “Forced Conversion Holder Notice”). If the Beneficial Ownership
Cap will so reduce the number of Shares that may be issued pursuant to the Forced Conversion (subject to the terms and conditions
of this Section 2(d)), the Forced Conversion Holder Notice shall also set forth the maximum number of Conversion Shares
that may be issued to the Holder (and the corresponding Principal amount hereunder that may be converted) without exceeding the
maximum number of shares that such Holder may receive under the Beneficial Ownership Cap (the “Forced Conversion Maximum
Share Amount”). The number of Conversion Shares issuable pursuant to the Forced Conversion shall equal the number of
Conversion Shares set forth in the Forced Conversion Notice; provided, however, that, if the issuance of the number
of Conversion Shares set forth in the Forced Conversion Notice would violate the Beneficial Ownership Cap or the Exchange Cap,
the number of Conversion Shares issuable pursuant to the Forced Conversion shall instead equal the lesser of the Forced Conversion
Maximum Share Amount and such amount as would not exceed the Exchange Cap (and the Principal amount hereunder to be converted
on the applicable Conversion Date shall be correspondingly reduced).


 


(iv)         The
Conversion Shares issuable pursuant to a Forced Conversion shall be delivered within the timeframe and in accordance with Section
2(c)(ii) above; provided that shares delivered to satisfy the Prepayment Premium in connection with a Cash Prepayment shall
be delivered as contemplated by Section 2.4(a)(ii) of the Note Agreement and the Forced Conversion Holder Notice shall so describe.


 


(e)           Beneficial
Ownership Cap. As contemplated by Section 2.7(b) of the Note Agreement, in no event shall any conversion of Common Stock hereunder,
including by means of a Voluntary Conversion and a Forced Conversion, result in any Holder receiving Conversion Shares in excess
of the Beneficial Ownership Cap.


 


(f)            Additional
Cap Amount. The Voluntary Conversion Cap in the Notes shall be increased by $0.45 for every $1.00 of Net Proceeds from any Asset
Sale retained by the Issuer pursuant to Section 2.2(c)(ii)(1) of the Note Agreement, as set forth in a Reinvestment Notice stating
that Issuer intends and expects to use such portion of such Net Proceeds (i.e., such retained amount) to reinvest in Additional
Assets or R&D Expenditures.


 


3.            Reservation
of Shares. Issuer shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock
solely for the purpose of effecting conversions of this Note, such number of shares of Common Stock, prior to the receipt of Stockholder
Approval, that shall be the aggregate maximum number that may be converted under this Note and the First Lien Note without exceeding
the Exchange Cap, and following receipt of Stockholder Approval, as shall from time to time be sufficient to effect the conversion
of the entire Principal convertible under this Note (without giving effect to the Beneficial Ownership Cap), assuming that any
conversions will be at the Fixed Conversion Price. The Company covenants and agrees that, upon any conversion of this Note, all
shares of Common Stock issued upon such conversion shall be duly and validly issued, fully paid and nonassessable and not subject
to preemptive rights, rights of first refusal or similar rights of any Person.


 






     


     


    

 


4.            Voting
Rights. Except as required by law, the Holder shall have no voting rights with respect to any of the Conversion Shares until
the Conversion Date relating to the conversion of this Note upon which such Conversion Shares are issuable (or in the case of
Conversion Shares the issuance of which is subject to a bona fide dispute that is subject to and being resolved pursuant
to, and in compliance with the time periods and other provisions of, the dispute resolution provisions of Section 2(c)(iii),
the first Business Day after the resolution of such bona fide dispute).


 


5.            Amendment;
Waiver. The provisions of this Note may only be waived or amended, restated, supplemented or otherwise modified in accordance
with the Note Agreement.


 


6.             Failure
or Indulgence Not Waiver. No delay or omission by the Holder in exercising any power or right hereunder shall impair such
right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder
preclude the full exercise thereof or the exercise of any other power or right. No renewal or extension of this Note or the Note
Agreement, no delay in the enforcement of payment under this Note or the Note Agreement, and no delay or omission in exercising
any right or power under this Note or the Note Agreement shall affect the liability of Issuer or any endorser of this Note.


 


7.            Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with Section 10 of the Note Agreement.


 


8.            Restrictions
on Transfer.


 


(a)           Registration
or Exemption Required. This Note has been issued in a transaction exempt from the registration requirements of the Securities
Act. None of the Note or the Conversion Shares issued hereunder may be transferred, sold, assigned, hypothecated or otherwise
disposed of except pursuant to an effective registration statement in accordance with the Registration Rights Agreement or an
exemption to the registration requirements of the Securities Act and applicable state laws, including Rule 144 under the Securities
Act, Section 4(a)(7) of the Securities Act or a so-called “4[(a)](1) and a half” transaction.


 


(b)           Assignment.
This Note is assignable or transferable, in whole or in part, only to the extent such assignment or transfer is permitted pursuant
to the terms of the Note Agreement; provided that, in connection with a permitted transfer thereunder, the Holder shall
deliver a written notice to Issuer, substantially in the form of the Assignment attached hereto as Exhibit B, indicating
the Person or Persons to whom the Note shall be assigned and the respective Principal amount of the Note to be assigned to each
assignee.


 


9.            Waiver of Notice. Other than those notices required to be provided by the Holder to Issuer under the terms of the
Note Agreement, Issuer and every endorser of this Note, or the obligations represented hereby, expressly waives diligence, presentment,
protest, demand, notice of dishonor, non-payment or default, and notice of any kind with respect to this Note and the Note Agreement
or the performance of the obligations under this Note and/or the Note Agreement.


 


10.          Governing Law. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws
of the State of New York.


 






     


     


    

 


11.          Miscellaneous.
This Note is a Note Document, is entitled to the benefits of the Note Documents and is subject to the provisions of the Note Agreement.


 


12.          Signatures.
Delivery of an executed counterpart of a signature page of this Note by facsimile, portable document format (.pdf) or other electronic
transmission will be as effective as delivery of a manually executed counterpart hereof.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, Issuer has caused
this Note to be executed and delivered by its duly authorized officer as of the day and year set forth above.


 





	 	SENSEONICS HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	
	 	Name:	                  
	 	Title:	 



 



     


     


    




 


Exhibit A


 


CONVERSION NOTICE


 





Reference
is made to the Second Lien Secured Note (the “Note”) of SENSEONICS HOLDINGS, INC., a Delaware corporation
(the “Issuer”), in the original principal amount of $15,675,000. In accordance with and pursuant to the Note,
the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares
of common stock, par value $0.001 per share (the “Common Stock”), of Issuer, as of the date specified
below.


 


Date of Conversion:


 


Principal Amount to be converted at the Conversion Price (as
defined in the Note):


 


Please confirm the following information:


 


Conversion Price:


 


Number of shares of Common Stock to be issued:


 


Please issue the Common Stock into which the Note is being converted
in the following name and to the following address:


 


Issue to:


 


Facsimile Number:


 


Authorization:


By:


Title:


 


Dated:


 


DTC Participant Number and Name:


Account Number:


 






     


     


    

 


Exhibit B 


  


ASSIGNMENT


 


(To be executed by the registered holder
desiring to transfer the Note)


 


FOR
VALUE RECEIVED, the undersigned holder of the attached Second Lien Secured Note (the “Note”) hereby sells, assigns
and transfers unto the person or persons below named the right to receive the principal amount of $15,675,000 from SENSEONICS HOLDINGS,
INC., a Delaware corporation (the “Issuer”), evidenced by the attached Note and does hereby irrevocably constitute
and appoint attorney to transfer the said Note on the books of Issuer, with full power of substitution in the premises.


 





	Dated: 	 
	 	Signature
	Fill in for new registration of Note:	 
	 	Name	 
	 	Address	 
	 	 
	Please print name and address of assignee (including zip code number)	 



 


NOTICE


 


The signature to the foregoing Assignment must correspond to
the name as written upon the face of the attached Note.