Exhibit 10.2

 

GLAUKOS CORPORATION

 

AMENDMENT NO. 1 TO

FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Amendment”) is made as of January 22, 2013, by and among GLAUKOS CORPORATION, a Delaware corporation (the “Company”), each of the Investors (as defined in the Existing Agreement, as that term is defined below), Fjordinvest, LLC, FG Group LLC, Orasis, LLC, Hosheng Tu (collectively, the “Founders”), Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners V, L.P. (collectively, “Lighthouse”).

 

R E C I T A L S

 

A.                                    The Company, certain of its stockholders who own shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock, the Founders and Lighthouse are parties to that certain Fourth Amended and Restated Investors’ Rights Agreement dated as of January 25, 2011 (the “Existing Agreement”).

 

B.                                    In connection with the purchase and sale of shares of Series F Preferred Stock, par value $.001 per share (the “Series F Preferred Stock”), pursuant to the terms of a Series F Preferred Stock Purchase Agreement of even date herewith by and among the Company and the other parties thereto (as may be amended from time to time, the “Purchase Agreement”), the Company and the parties to the Existing Agreement desire to amend the Existing Agreement to include thereunder the Series F Preferred Stock, to make certain conforming changes resulting therefrom and to correct Schedule A thereto.

 

THE PARTIES AGREE AS FOLLOWS:

 

1.                                      The Existing Agreement is hereby amended as follows:

 

(a)                                 Section 1(d) of the Existing Agreement is hereby amended to read in its entirety as follows:

 

““Convertible Securities” shall mean the Company’s Series A Preferred Stock, par value $.001 per share (“Series A Preferred Stock”), Series B Preferred Stock, par value $.001 per share (“Series B Preferred Stock”), Series C Preferred Stock, par value $.001 per share (“Series C Preferred Stock”), Series D Preferred Stock, par value $.001 per share (“Series D Preferred Stock”), Series E Preferred Stock, par value $.001 per share (“Series E Preferred Stock”), and the Series F Preferred Stock, par value $.001 per share, of the Company (“Series F Preferred Stock”).”

 

(b)                                 Section 1(r) of the Existing Agreement is hereby amended to read in its entirety as follows:

 

““Voting Agreement” shall mean that certain Third Amended and Restated Voting Agreement, dated as of January 22, 2013, by and among the Company, the Stockholders (as such term is used therein) and the Investors (as such term is used therein).””

 











 

(c)                                  Section 2.12 of the Existing Agreement is hereby amended to read in its entirety as follows:

 

“The Company agrees to use commercially reasonable efforts to not, for a period of eighteen (18) months following January 22, 2013, increase the number of shares reserved for issuance pursuant to any of its stock option plans, as may be in existence during such period.”

 

(d) Section 3.9 of the Existing Agreement is hereby amended to read in its entirety as follows:

 

“If requested in writing by the underwriters for the initial Qualified Public Offering, each holder of Registrable Securities who is a party to this Agreement shall agree not to sell publicly any shares of Registrable Securities or any other securities of the Company (other than shares of Registrable Securities or other securities of the Company being registered in such offering), without the consent of such underwriters, for a period of not more than one hundred eighty (180 days) following the effective date of the registration statement relating to the initial Qualified Public Offering (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, however, that the Company shall use commercially reasonable efforts to convince such managing underwriters to allow for alternative means of liquidity for the holders if, in the opinion of such managing underwriters, such liquidity can be provided without an adverse impact on such initial Qualified Public Offering; and, provided, further, however, that all persons entitled to registration rights with respect to shares of Common Stock who are not parties to this Agreement, all other persons selling shares of Common Stock in such offering, and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section; and, provided, further that the extension of the 180-day period referred to above shall not apply in the event that the Company qualifies as an “Emerging Growth Company” pursuant to Section 2(a)(19) of the Exchange Act, as amended by the Jumpstart Our Business Startup Act of 2012.”

 

(e)                                  Section 6.8 of the Existing Agreement is amended to add at the end thereof the following sentence:

 

“Each Investor who is a party to this Agreement hereby waives the Right of First Refusal (as defined in this Agreement), any pro rata allocation rights and any notice requirements set forth in Section 4 of this Agreement in connection with the offer, sale and issuance of the Series F Preferred Stock.”

 

(f)                                   Schedule A to the Existing Agreement is hereby amended to read in its entirety as Schedule A attached to this Amendment, which includes all purchasers of Series F Preferred Stock.

 

2











 

2.                                      Except as set forth under Section 1 above, the Existing Agreement is not being amended or modified hereby and is in full force and effect in accordance with its terms (as amended hereby).

 

3.                                      This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and wholly to be performed within the State of Delaware by Delaware residents.

 

4.                                      This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature page follows]

 

3











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

 

	
 
    	
GLAUKOS   CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Thomas W. Burns
    
	
 
    	
 
    	
Thomas   W. Burns,
    
	
 
    	
 
    	
President   and Chief Executive Officer
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

 

	
 
    	
/s/   Thomas W. Burns
    
	
 
    	
Thomas   W. Burns
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
FJORDINVEST,   LLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Olav Bergheim
    	
 
    
	
 
    	
Olav   Bergheim, Manager
    	
 
    
	
 
    	
 
    	
 
    
	
FG GROUP, LLC
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/   Morteza A. Gharib
    	
 
    
	
 
    	
Morteza   A. Gharib,
    	
 
    
	
 
    	
Managing   Member
    	
 
    
	
 
    	
 
    	
 
    
	
ORASIS, LLC
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/   Richard A. Hill
    	
 
    
	
 
    	
Richard   A. Hill,
    	
 
    
	
 
    	
Managing   Member
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Hosheng Tu
    	
 
    
	
Hosheng Tu
    	
 
    
				


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
DOMAIN PARTNERS IV, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
One   Palmer Square Associates IV, L.L.C.,
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kathleen K. Schoemaker
    	
 
    
	
 
    	
 
    	
Kathleen   K. Schoemaker,
    	
 
    
	
 
    	
 
    	
Managing   Member
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
DP IV ASSOCIATES, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
One   Palmer Square Associates IV, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   :
    	
/s/   Kathleen K. Schoemaker
    	
 
    
	
 
    	
 
    	
Kathleen   K. Schoemaker,
    	
 
    
	
 
    	
 
    	
Managing   Member
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
DOMAIN PARTNERS VIII, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
One   Palmer Square Associates VIII, L.L.C.,
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   :
    	
/s/   Kathleen K. Schoemaker
    	
 
    
	
 
    	
 
    	
Kathleen   K. Schoemaker,
    	
 
    
	
 
    	
 
    	
Managing   Member
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
DP VIII ASSOCIATES, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
One   Palmer Square Associates VIII, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   :
    	
/s/   Kathleen K. Schoemaker
    	
 
    
	
 
    	
 
    	
Kathleen   K. Schoemaker,
    	
 
    
	
 
    	
 
    	
Managing   Member
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 









 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
FRAZIER HEALTHCARE V, L.P.
    	
 
    
	
By: FHM V, LP, its General Partner
    	
 
    
	
By: FHM V, LLC, its General Partner
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Thomas S. Hodge
    	
 
    
	
 
    	
 
    	
Thomas   S. Hodge,
    	
 
    
	
 
    	
 
    	
Manager
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
GUND INVESTMENT LLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Warren S. Thaler
    	
 
    
	
Name:
    	
Warren   S. Thaler
    	
 
    
	
Title:
    	
Manager
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
INTERWEST PARTNERS IX, LP
    	
 
    
	
By: InterWest Management Partners IX, LLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Gilbert H. Kliman
    	
 
    
	
 
    	
Gilbert   H. Kliman,
    	
 
    
	
 
    	
Managing   Director
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
MONTREUX EQUITY PARTNERS IV, LP
    	
 
    
	
 
    	
 
    
	
By:   Montreux Equity Management IV, LLC, its
   General Partner
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Daniel K. Turner III
    	
 
    
	
 
    	
Daniel   K. Turner III, Managing Member
    	
 
    
	
 
    	
 
    	
 
    
	
MONTREUX IV ASSOCIATES, LLC
    	
 
    
	
 
    	
 
    
	
By:   Montreux Equity Management IV, LLC, its
   General Partner
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Daniel K. Turner III
    	
 
    
	
 
    	
Daniel   K. Turner III, Managing Member
    	
 
    
	
 
    	
 
    	
 
    
	
THE   BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (SBST-LS)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
ORBIMED ASSOCIATES III, LP
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jonathan Silverstein
    	
 
    
	
 
    	
 
    	
 
    
	
ORBIMED PRIVATE INVESTMENTS   III, LP
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jonathan Silverstein
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 









 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
VERSANT VENTURE CAPITAL I, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
VERSANT   VENTURES I, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William J. Link
    	
 
    
	
 
    	
 
    	
William   J. Link, Ph.D.
    	
 
    
	
 
    	
 
    	
Managing   Director
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
VERSANT AFFILIATES FUND I-A,   L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
VERSANT   VENTURES I, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William J. Link
    	
 
    
	
 
    	
 
    	
William   J. Link, Ph.D.
    	
 
    
	
 
    	
 
    	
Managing   Director
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
VERSANT AFFILIATES FUND I-B,   L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
VERSANT   VENTURES I, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William J. Link
    	
 
    
	
 
    	
 
    	
William   J. Link, Ph.D.
    	
 
    
	
 
    	
 
    	
Managing   Director
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
VERSANT SIDE FUND I, L.P.
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
VERSANT   VENTURES I, L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William J. Link
    	
 
    
	
 
    	
 
    	
William   J. Link, Ph.D.
    	
 
    
	
 
    	
 
    	
Managing   Director
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

	
MERITECH CAPITAL PARTNERS III   L.P.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
Meritech   Capital Associates III L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
Meritech   Management Associates III L.L.C
    	
 
    
	
 
    	
a   managing member
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Paul S. Madera
    	
 
    
	
 
    	
Paul   S. Madera, a managing member
    	
 
    
	
 
    	
 
    	
 
    
	
MERITECH CAPITAL AFFILIATES III   L.P.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
Meritech   Capital Associates III L.L.C.
    	
 
    
	
 
    	
its   General Partner
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
Meritech   Management Associates III L.L.C
    	
 
    
	
 
    	
a   managing member
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Paul S. Madera
    	
 
    
	
 
    	
Paul   S. Madera, a managing member
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

 

	
/s/   David Klay
    	
 
    
	
David   Klay
    	
 
    
	
 
    	
 
    
	
/s/   David Haffner
    	
 
    
	
David   Haffner
    	
 
    
	
 
    	
 
    
	
/s/   Richard L. Harrison
    	
 
    
	
Richard   L. Harrison
    	
 
    
	
 
    	
 
    
	
/s/   Chris Calcaterra
    	
 
    
	
Chris   Calcaterra
    	
 
    
	
 
    	
 
    
	
/s/   Harold A. Heitzmann
    	
 
    
	
Harold   A. Heitzmann CGM IRA Rollover
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
George   G. Montgomery
    	
 
    
	
 
    	
 
    
	
/s/   William J. Burns
    	
 
    
	
William   J. Burns
    	
 
    
	
 
    	
 
    
	
/s/   Steven Henderson
    	
 
    
	
Steven   Henderson
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Laurie   Haffner
    	
 
    
	
 
    	
 
    
	
/s/   Michael Burns
    	
 
    
	
Michael   Burns
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

 

 

	
/s/   Hugh Neuharth
    	
 
    
	
Hugh   Neuharth
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT