Exhibit 10.7

 

GLAUKOS CORPORATION

 

AMENDMENT TO SERIES D WARRANTS

 

This Amendment to Series D Warrants (this “Amendment”), dated as of July 10, 2014, is made by and among Glaukos Corporation, a Delaware corporation (the “Company”), and the holders of Series D Warrants (as defined below).

 

RECITALS

 

A.            Pursuant to a Note and Warrant Purchase Agreement, dated as of September 15, 2010 (the “Purchase Agreement”), the Company issued to the purchasers of notes thereunder warrants to purchase shares of the Series D Preferred Stock of the Company (each, a “Series D Warrant,” and collectively, the “Series D Warrants”).

 

B.            Pursuant to Section 7 of the Series D Warrants, the Series D Warrants may be changed, waived, discharged or terminated by an instrument in writing signed by the Company and the holders of Series D Warrants to purchase a majority of the aggregate number of shares of the Series D Preferred Stock of the Company initially issuable upon exercise of all outstanding Series D Warrants.

 

C.            The Company and the holders of Series D Warrants to purchase a majority of the aggregate number of shares of the Series D Preferred Stock of the Company initially issuable upon exercise of all outstanding Series D Warrants desire to amend the Series D warrants on the terms and conditions set forth herein.

 

D.            The undersigned (the “Holders”) parties to this Amendment, other than the Company, have the requisite votes to amend each of the Series D Warrants.

 

AGREEMENT

 

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

 

1.             Each of the Series D Warrants is hereby amended to add at the end of Section 2(a) thereof the following:

 

“This Warrant shall expire and shall no longer be exercisable effective immediately upon the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Act covering the offering and sale of shares of the Company’s Common Stock (the “IPO Closing”).  If the Holder of this Warrant has not elected to exercise this Warrant prior to the IPO Closing, then, effective immediately prior to the expiration hereof pursuant to the preceding sentence, this Warrant shall automatically be exercised (without any act on the part of the Holder) and be deemed to have been exercised pursuant to Section 5 of this Warrant immediately prior to such expiration hereof to the extent such net exercise would result in the issuance of Shares, unless the Holder shall earlier have provided written notice to the Company that the Holder desires for the Warrant to expire unexercised. For purposes of determining fair market value of a Share for purposes of the letter “A” in the formula set forth in Section 5(b) of this Warrant, solely in the context of an automatic net exercise hereof pursuant to the immediately preceding sentence, the Holder and the Company hereby agree that the fair market value of a Share shall be, and is hereby determined to be, the price per share at which shares of the Common Stock

 











 

of the Company are sold in the IPO Closing. If this Warrant is automatically exercised as herein provided, the Company shall notify the Holder of the automatic exercise hereof and the Holder shall surrender the Warrant to the Company.”

 

2.             Except as herein amended, the Warrants shall in all other respects remain unchanged and in full force and effect according to their respective 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.

 











 

IN WITNESS WHEREOF, the Company and each of the Holders 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 TO SERIES D WARRANTS

 











 

	
 
    	
HOLDERS:
    
	
 
    	
 
    
	
 
    	
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
    


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS

 











 

	
 
    	
HOLDERS:
    
	
 
    	
 
    
	
 
    	
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 TO SERIES D WARRANTS

 











 

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


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS

 











 

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


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS

 











 

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


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS

 











 

	
 
    	
HOLDERS:
    
	
 
    	
 
    
	
 
    	
MONTREUX   EQUITY PARTNERS IV, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Montreux   Equity Management IV, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Savarese
    


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS

 











 

	
HOLDER:
    
	
 
    	
 
    
	
 
    	
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:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
OrbiMed   Associates III, LP
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
OrbiMed Advisors LLC,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jonathan Silverstein
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

SIGNATURE PAGE TO AMENDMENT TO SERIES D WARRANTS