Exhibit 10.8


 


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, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


	Company:	 	Senseonics
    Holdings, Inc., a Delaware corporation
	 	 	 
	Number of Shares:	 	4,500,000 shares
	 	 	 
	Type/Series of Stock:	 	Common Stock of the Company
	 	 	 
	Warrant Price:	 	$0.66 per share
	 	 	 
	Issue Date:	 	April 24, 2020
	 	 	 
	Expiration Date:	 	April 24, 2023 (See also Section 5.1(b))
	 	 	 
	Exchange
    Agreement:	 	This Warrant to Purchase
    Stock (“Warrant”) is issued pursuant to that certain Second Lien Note Purchase and Exchange Agreement (the
    “Note Purchase and Exchange Agreement”), dated as of April 21, 2020 among Highbridge Tactical Credit Master
    Fund, L.P. (“Highbridge”), Wilmington Savings Fund Society, SCB (“WSFS”), as collateral
    agent and the Company, a Delaware corporation




 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, Highbridge (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
the number of fully paid and non-assessable shares (the “Shares”)
of the above-stated Type/Series of Stock
(the “Class”) of the above-named company (the “Company”) at the above-stated Warrant
Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


SECTION
1         EXERCISE.


 


1.1        Method of Exercise. Holder may at any time and from time to time through
the Expiration Date 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 this Warrant pursuant to a cashless exercise set forth in Section 1.2, a 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.


 






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1.2        Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner
as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive
Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised (“Cashless Exercised”).
Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the
following formula:


 


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 (inclusive
of the Shares surrendered to the Company in payment of the aggregate Warrant Price);


 


A
=        the Fair Market Value (as determined pursuant to Section 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”), 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 its Notice of Exercise to the Company. 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 Shares and New Warrant. Promptly after Holder exercises this Warrant in
the manner set forth in Section 1.1 or 1.2 above, the Company shall have its transfer agent credit the Shares issued
to Holder upon such exercise to the Holder’s balance accounts with the Depositary Trust Company through its Deposit/Withdrawal
at Custodian system and, if this Warrant has not been fully exercised and has not expired, shall deliver to the Holder a new warrant
with identical terms to this Warrant, other than the number Shares represented thereby, representing the Shares not so
acquired and this Warrant shall be deemed null and void. If for any reason the Shares are not able to be credited to the Holder
through DTC, the Company’s transfer agent will reflect such Shares as being held by such Holder via book-entry and shall
deliver a notice to the Holder of its book-entry position.


 


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, within a reasonable time, execute and deliver to
Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 






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1.6            Treatment of Warrant Upon Acquisition of Company.


 


(a)          Acquisition. For the purpose of this Warrant, “Acquisition”
means any transaction or series of related transactions involving: (i) the 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 or other transaction that results in a Change of Control as defined in the Note Purchase
and Exchange Agreement. For the avoidance of any doubt, an Acquisition shall not include any transaction or series of transactions
principally for bona fide equity financing purposes.


 


(b)          Treatment of Warrant at Acquisition. 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 (a “Cash/Public Acquisition”), and the fair market value, as reported for the Business Day immediately before
the consummation of the Acquisition, of one Share as determined in accordance with Section 1.3 above would be greater than
the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant
pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be Cashless Exercised pursuant
to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public
Acquisition. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and
warranties in Section 4 of the Warrant as the date thereof and the Company shall promptly notify the Holder of the number
of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value,
as reported for the Business Day immediately before the consummation of the Acquisition, of one Share as determined in accordance
with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then
this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition and shall no longer be exercisable.


 


(c)          Upon
the closing of any Acquisition other than a Cash/Public Acquisition defined 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 closing of such Acquisition, subject to further adjustment from time
to time in accordance with the provisions of this Warrant.


 


(d)          As
used in this Warrant, “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 Securities Act of 1933, as amended (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 this Warrant on or prior to the closing thereof is then traded in Trading Market; and (iii) Holder would be able to
publicly re-sell, 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 this Warrant in full on or prior to the
closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state
securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.


 






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1.7          Equity Issuance Limit. Notwithstanding anything to the contrary herein, the Company shall not issue to any Holder,
and no Holder may acquire, a number of shares of Common Stock upon any exercise of this Warrant to the extent that, upon such exercise,
the number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities
whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange
Act (including shares held by any “group” of which such Holder is a member, but excluding shares beneficially owned
by virtue of the ownership of any securities or rights to acquire securities that have limitations on the right to convert, exercise
or purchase similar to the limitation set forth herein) would exceed 9.90% of the total number of shares of common stock then issued
and outstanding (the “Beneficial Ownership Cap”); provided, however, that the Beneficial Ownership Cap shall
only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i)
promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the
Exchange Act and applicable regulations of the SEC, and the percentage held by any Holder shall be determined in a manner consistent
with the provisions of Section 13(d) of the Exchange Act. Upon the written request of a Holder, the Company shall, within two (2)
trading days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding.


 


SECTION
2          ADJUSTMENTS TO THE SHARES AND
WARRANT PRICE.


 


2.1          Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class
payable in common stock or other securities or property (including in the form of cash),
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional
cost to Holder, the total number and kind of securities and property
(including cash) which Holder would have received had Holder owned the Shares
of record as of the date the dividend or distribution 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, provided the aggregate purchase price shall remain the same.
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, provided
the aggregate purchase price shall remain the same.


 


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,
provided the aggregate purchase price shall remain the same and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section
2.2 shall similarly apply to successive reclassifications, exchanges, combinations,
substitutions, replacements or other similar
events.


 


2.3          No
Fractional Share. No fractional Share
shall be issuable upon exercise of this 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 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
(a) the fair market value (as
determined in accordance with Section 1.3 above) of a full Share, less (b)
the then-effective Warrant Price.


 






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2.4          Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Executive Officer or Chief Financial Officer, including computations of such adjustment and the
Warrant Price, Class and number of Shares in effect upon the date of such adjustment.


 


SECTION
3          REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1          Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)          This
Warrant is, and all Shares which may be issued upon the exercise of this Warrant,
all securities, if any, issuable upon conversion of the Shares and any warrants issued in substitution for or replacement of this
Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable,
and free of any taxes, liens, charges and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws and the issuance of any such Shares shall not be subject to any preemptive or similar rights.
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 in full of this Warrant and the conversion of the Shares into common stock or such other
securities. 


 


(b)          The
Company’s capitalization as disclosed in its filings with the Securities and Exchange Commission (the “Commission”)
is true and complete, in all material respects, as of the Issue Date (without giving effect to any transactions effected on the
Issue Date among the parties to the Note Purchase and Exchange Agreement).


 


(c)          The
Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with
full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business
as presently conducted, and (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws
of each jurisdiction which requires such qualification, except in the case of clause (ii) above, to the extent that the failure
to be so qualified or be in good standing would not reasonably be expected to result in (i) a material adverse effect on the validity
or enforceability of this Warrant, (ii) a material adverse effect on the condition (financial or otherwise), earnings, business,
prospects or properties of the Company, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect its obligations under this Warrant (any of (i), (ii) or (iii)) (a “Material Adverse Effect”).


 


(d)          The
Company has all requisite corporate power and authority, and has taken all requisite corporate action, to execute and deliver
this Warrant, sell and issue the Shares and carry out and perform all of its obligations under this Warrant, and without limiting
the foregoing, the Company hereby agrees that the Company shall all times have authorized and reserved the number of Shares needed
to provide for the exercise of the rights then represented by this Warrant. If at any time the Company does not have a sufficient
number of Shares authorized and available, then the Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of authorized Shares to a sufficient number. This Warrant
constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’
rights generally and (ii) as limited by equitable principles generally, including any specific performance.


 






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(e)          No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any federal, state, or local governmental authority on the part of the Company is required in connection with the consummation
of the transactions contemplated by this Warrant except for the filing of a Form D with the Commission under the Securities Act
and compliance with the securities and blue sky laws in the states and other jurisdictions in which shares of Common Stock are
offered and/or sold, which compliance will be effected in accordance with such laws and (b) the approval by the NYSE American of
the listing of the Shares.


 


(f)          Neither the execution, delivery or performance of this Warrant by the Company nor the consummation of any of the transactions
contemplated thereby (including, without limitation, the issuance and sale by the Company of the Shares) will conflict with, result
in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant
to, (i) the charter or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or
bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable
to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its properties, except in the case of clauses (ii) and (iii) above, for any conflict, breach or violation
of, or imposition that would not, individually or in the aggregate, have a Material Adverse Effect.


 


(g)          Neither the Company nor any individual, sole proprietorship, partnership, limited liability company, joint venture, company,
trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company,
estate, entity or government agency (each a “Person”) acting on its behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or
sale of this Warrant.


 


(h)          Neither of the Company or any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on
Section 4(a)(2) of the Securities Act or require registration of this Warrant under the Securities Act or cause this Warrant to
be integrated with prior offerings by the Company for purposes of the Securities Act.


 


(i)          The Company is in compliance with applicable NYSE American continued listing requirements. There are no proceedings pending
or, to the Company’s knowledge, threatened against the Company relating to the continued listing of the Shares on NYSE American
and the Company has not received any notice of, nor to the Company’s knowledge is there any reasonable basis for, the delisting
of the Shares from NYSE American.


 


(j)          The Company has not taken, directly or indirectly, any action designed to cause or result in, or that has constituted or
that might reasonably be expected to constitute the stabilization or manipulation of the price of any securities of the Company
in the fifteen (15) days prior to the issuance of this Warrant.


 






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3.2          Notice
of Certain Events. If the Company proposes at any time to:


 


(a)          declare
any dividend or distribution upon the outstanding shares of the Class or common stock,
whether in cash, property, stock, or other securities and whether or not a regular cash dividend;


 


(b)          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)          effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the
outstanding shares of the Class; or


 


(d)          effect
an Acquisition or to liquidate, dissolve or wind up. then, in connection with each such event, the Company shall give Holder:


 


(1)          at
least seven (7) Business Days
prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and
specifying the 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 (a) and (b)
above; and


 


(2)          in
the case of the matters referred to in (c) and (d) above at least seven (7)
Business Days prior written notice of the date when the same will take place (and specifying the 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).


 


Company will also provide information
requested by Holder that is reasonably necessary to enable Holder to comply
with Holder’s accounting or reporting requirements.


 


SECTION
4          REPRESENTATIONS AND WARRANTIES OF THE HOLDER.


 


The Holder represents and warrants
to the Company as follows:


 


4.1          Purchase
for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or agent, 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.


 


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.


 






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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 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 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.


 


4.6          No
Voting Rights; No Stockholder Rights. Holder, as a Holder of this Warrant,
will not have any voting rights or otherwise be entitled to any other rights afforded to a stockholder of the Company, except
such rights as are expressly granted herein such as notice and other rights, until the exercise of this Warrant.


 


SECTION
5          MISCELLANEOUS.


 


5.1          (a)          Term
and Automatic Conversion Upon Expiration. Subject to the provisions of Section 1.6 above, this
Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00
P.M. Pacific time, on the Expiration Date and shall be void thereafter.


 


(b)          Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is 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 pursuant to Section
1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall,
within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to
Holder.


 


5.2          Legends.
The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with
a legend in substantially the following form:


 


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, EXCEPT AS
SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER
TO HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P. DATED APRIL 24, 2020, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS
OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER
TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 






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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 any affiliate
of Holder, provided that any such transferee 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 promulgated under the Act,
provided that, Holder represents that it has complied with Rule 144 in reasonable detail, the selling broker represents that it
has complied with Rule 144, and the Company is provided with a copy of Holder’s proposed notice of sale. The Company
agrees that, in light of the fact that no Exchanged Notes (as defined in the Note Purchase and Exchange Agreement) have been acquired
from the Company, or from an affiliate of the Company, for at least six (6) months prior to the Issue Date, Rule 144 will be available
for any resale of any Shares received from Warrants that are Cashless Exercised.


 


5.4          No
Impairment; Further Assurances. The Company will not, by amendment of its Charter or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested
by Holder in order to protect the exercise privilege of Holder against dilution or other impairment, consistent with the tenor
and purpose of this Warrant. The Company (i) will not increase the par value of any Shares above the Warrant Price then in effect,
and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable Shares upon the exercise of this Warrant.


 


5.5          Transfer
Procedure. Subject to the provisions of Section 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 make
to the Company each of the representations and warranties set forth in Section 4 and agree
in writing with the Company to be bound by all of the terms and conditions of this Warrant. 


 


5.6          Binding
on Successors. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition
of all or substantially all of the Company’s assets.


 


5.7          Taxes.
The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect
to the issuance or delivery of the Shares, other than any tax or other charge imposed in connection with any transfer involved
in the issue and delivery of the Shares in a name other than that of the Holder.


 






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5.8          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 and such
receipt is confirmed in writing by the recipient, or (iv) on the first 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 Section 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:


 


[Insert Highbridge contact information]


 


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


 


WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, NY 10153

Fax: (212) 310-8007

Attn: Michael Hickey, Esq. (Michael.Hickey@weil.com)


 


Notice to the Company
shall be addressed as follows until Holder receives notice of a change in address:


 


SENSEONICS HOLDINGS, INC.

20451 Seneca Meadows Parkway


Germantown, Maryland 20876-7005

Attention: Chief Financial Officer

Email: Nick.Tressler@senseonics.com


 


5.9          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.


 


5.10          Attorneys’
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.


 


5.11          Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute
one and the same agreement. Any signature page delivered electronically or 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.


 


5.12          Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard
to conflict of law principles that would result in the application of any other than the laws of the State of New York.


 


5.13          Waiver
of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.


 






    10 


     


    

 


5.14          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.


 


5.15          Business
Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which banks in the State
of New York are closed.


 


[Signature
page follows]


 






    11 


     


    

 





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


 


	“COMPANY”	 	 
	 	 	 
	SENSEONICS HOLDINGS, INC.	 	 
	 	 	 
	 	 	 
	By: 	 	 	 
	 	 	 	 
	Name: 	 	 	 
	(Print)	 	 
	 	 	 
	Title:	                  	 	 



 


	“HOLDER”	 	 
	 	 	 
	[HIGHBRIDGE]	 	 
	 	 	 
	 	 	 
	By: 	 	 	 
	 	 	 	 
	Name: 	 	 	 
	(Print)	 	 
	 	 	 
	Title:	                  	 	 


 






    


     


    

 





APPENDIX 1


 


NOTICE OF EXERCISE


 


1.       The
undersigned Holder hereby exercises its right purchase ___________ shares of the Common Stock of __________________ (the “Company”)
in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as
follows:


 


	[
    ]	 	check
    in the amount of $________ payable to order of the Company enclosed herewith
	 	 	 
	[
    ]	 	Wire
    transfer of immediately available funds to the Company’s account
	 	 	 
	[
    ]	 	Cashless
    Exercise pursuant to Section 1.2 of the Warrant
	 	 	 
	[
    ]	 	Other [Describe] 	 	 




 


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 Section 4 of the
Warrant to Purchase Stock as of the date hereof.


 





	 	 	HOLDER:
			 
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	         
			Name:	 
	 	 	Title:	 
	 	 	(Date):	 


 






    Appendix 1