Exhibit 10.5

 

GLAUKOS CORPORATION

 

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 

This Amendment No. 1 to Third Amended and Restated Voting Agreement (this “Amendment”), dated as of July 10, 2014, is made by and among Glaukos Corporation, a Delaware corporation (the “Company”), and the signatories hereto.

 

RECITALS

 

A.            The Company and certain of its stockholders are parties to that certain Third Amended and Restated Voting Agreement, dated as of January 22, 2013 (the “Existing Agreement”). Defined terms used but not otherwise defined herein shall have the meaning therefor set forth in the Existing Agreement.

 

B.            Pursuant to Section 8 of the Existing Agreement, certain provisions of the Existing Agreement may be amended or waived with the written consent of the Company, the holders of sixty-seven percent (67%) of the Preferred Stock held by the Investors and the holders of a majority of the Common Stock held by the Stockholders as of the date of the Existing Agreement.

 

C.            The Company and certain stockholders party to the Existing Agreement desire to amend the Existing Agreement on the terms and conditions set forth herein.

 

D.            The undersigned parties to this Amendment, other than the Company, have the requisite votes to amend the provision of Existing Agreement set forth below, which amendment shall be binding upon the Company, the undersigned parties and the other parties to the Existing Agreement and each of their respective successors and assigns.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

 

1.             Section 3 of the Existing Agreement is hereby amended to read in its entirety as follows:

 

“The Stockholders and the Investors agree not to vote or act with respect to their Shares to provide for the election of more than thirteen (13) nor less than eight (8) authorized directors, such authorized number to be set from time to time by the Board of Directors (provided, however, that no reduction in the authorized number of directors shall have the effect of removing any director before that director’s term of office expires).”

 

2.             Except as herein amended, the Existing Agreement shall in all other respects remain unchanged and in full force and effect according to its terms.

 

3.             This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

 

[Signature Pages Follow]

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth in the first paragraph hereof.

 

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


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
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 THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
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 THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
FRAZIER   HEALTHCARE V, L.P.
    
	
 
    	
By:   FHM V, LP, its General Partner
    
	
 
    	
By:   FHM V, LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nathan Every
    
	
 
    	
 
    	
Nathan   Every
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
GUND   INVESTMENT LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Warren Thaler
    
	
 
    	
 
    	
Warren   Thaler
    
	
 
    	
 
    	
Manager
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
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 THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
MONTREUX   EQUITY PARTNERS IV, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Montreux   Equity Management IV, LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Savarese
    	
/s/   Daniel K. Turner III
    
	
 
    	
 
    	
John   Savarese
    	
Daniel   K. Turner III
    
	
 
    	
 
    	
 
    
	
 
    	
MONTREUX   IV ASSOCIATES, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Montreux   Equity Management IV, LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Savarese
    	
/s/   Daniel K. Turner III
    
	
 
    	
 
    	
John   Savarese
    	
Daniel   K. Turner III
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 









 

	
 
    	
OrbiMed   Private Investments III, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
OrbiMed Capital GP III LLC,
    
	
 
    	
 
    	
 its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
OrbiMed Advisors LLC,
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jonathan Silverstein
    
	
 
    	
 
    	
Name:   Jonathan Silverstein
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
OrbiMed   Associates III, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
OrbiMed Advisors LLC,
    
	
 
    	
 
    	
 its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jonathan Silverstein
    
	
 
    	
 
    	
Name:   Jonathan Silverstein
    
	
 
    	
 
    	
Title:
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
FJORDINVEST,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Olav Bergheim
    
	
 
    	
 
    	
Olav   Bergheim, Manager
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
FG   GROUP, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Morteza A. Gharib
    
	
 
    	
 
    	
Morteza   A. Gharib,
    
	
 
    	
 
    	
Managing   Member
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
ORASIS,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard A. Hill
    
	
 
    	
 
    	
Richard   A. Hill,
    
	
 
    	
 
    	
Manager
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
/s/   Honsheng Tu
    
	
 
    	
Honsheng   Tu
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
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.
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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.
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Paul S. Madera
    
	
 
    	
 
    	
Paul   S. Madera, a managing member
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 









 

	
 
    	
/s/   Thomas W. Burns
    
	
 
    	
Thomas   W. Burns, Co-Trustee of the Burns Family Trust, established   September 13, 2000
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Janet M. Burns
    
	
 
    	
Janet   M. Burns, Co-Trustee of the Burns Family Trust, established   September 13, 2000
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
/s/   David Haffner
    
	
 
    	
David   Haffner
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
/s/   Richard L. Harrison
    
	
 
    	
Richard   L. Harrison
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
/s/   Chris Calcaterra
    
	
 
    	
Chris   Calcaterra
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT

 











 

	
 
    	
/s/   Harold A. Heitzman
    
	
 
    	
Harold   A. Heitzman CGM IRA Rollover
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
 VOTING AGREEMENT