GLAUKOS CORPORATION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
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.
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COMPANY | |
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GLAUKOS CORPORATION | |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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President and Chief Executive Officer |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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DOMAIN PARTNERS IV, L.P. | |
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By: |
One Xxxxxx Square Associates IV, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxxxx |
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Xxxxxxxx X. Xxxxxxxxxx |
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Managing Member |
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XX XX ASSOCIATES, L.P. | |
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By: |
One Xxxxxx Square Associates IV, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxxxx |
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Xxxxxxxx X. Xxxxxxxxxx |
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Managing Member |
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DOMAIN PARTNERS VIII, L.P. | |
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By: |
One Xxxxxx Square Associates VIII, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxxxx |
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Xxxxxxxx X. Xxxxxxxxxx |
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Managing Member |
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DP VIII ASSOCIATES, L.P. | |
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By: |
One Xxxxxx Square Associates VIII, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxxxx |
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Xxxxxxxx X. Xxxxxxxxxx |
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Managing Member |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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VERSANT VENTURE CAPITAL I, L.P. | |
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By: |
Versant Ventures I, L.L.C., |
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Its General Partner |
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By: |
/s/ Xxxxxxx X. Link |
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Xxxxxxx X. Link, Ph.D., |
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Managing Director |
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VERSANT AFFILIATES FUND I-A, L.P. | |
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By: |
Versant Ventures I, L.L.C., |
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Its General Partner |
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By: |
/s/ Xxxxxxx X. Link |
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Xxxxxxx X. Link, Ph.D., |
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Managing Director |
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VERSANT AFFILIATES FUND I-B, L.P. | |
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By: |
Versant Ventures I, L.L.C., |
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Its General Partner |
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By: |
/s/ Xxxxxxx X. Link |
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Xxxxxxx X. Link, Ph.D., |
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Managing Director |
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VERSANT SIDE FUND I, L.P. | |
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By: |
Versant Ventures I, L.L.C., |
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Its General Partner |
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By: |
/s/ Xxxxxxx X. Link |
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Xxxxxxx X. Link, Ph.D., |
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Managing Director |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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XXXXXXX HEALTHCARE V, L.P. | |
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By: FHM V, LP, its General Partner | |
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By: FHM V, LLC, its General Partner | |
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By: |
/s/ Xxxxxx Every |
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Xxxxxx Every |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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GUND INVESTMENT LLC | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx |
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Manager |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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INTERWEST PARTNERS IX, LP | |
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By: |
Interwest Management Partners IX, LLC |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxxx X. Xxxxxx, |
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Managing Director |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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MONTREUX EQUITY PARTNERS IV, LP | ||
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By: |
Montreux Equity Management IV, LLC, its General Partner | |
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By: |
/s/ Xxxx Xxxxxxxx |
/s/ Xxxxxx X. Xxxxxx III |
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Xxxx Xxxxxxxx |
Xxxxxx X. Xxxxxx III |
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MONTREUX IV ASSOCIATES, LP | ||
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By: |
Montreux Equity Management IV, LLC, its General Partner | |
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By: |
/s/ Xxxx Xxxxxxxx |
/s/ Xxxxxx X. Xxxxxx III |
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Xxxx Xxxxxxxx |
Xxxxxx X. Xxxxxx III |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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OrbiMed Private Investments III, LP | |
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By: |
OrbiMed Capital GP III LLC, |
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its General Partner |
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By: |
OrbiMed Advisors LLC, |
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its Managing Member |
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By: |
/s/ Xxxxxxxx Xxxxxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxxxxx |
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Title: |
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OrbiMed Associates III, LP | |
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By: |
OrbiMed Advisors LLC, |
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its General Partner |
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By: |
/s/ Xxxxxxxx Xxxxxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxxxxx |
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Title: |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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FJORDINVEST, LLC | |
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By: |
/s/ Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx, Manager |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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FG GROUP, LLC | |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxxx X. Xxxxxx, |
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Managing Member |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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ORASIS, LLC | |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Xxxxxxx X. Xxxx, |
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Manager |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Honsheng Tu |
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Honsheng Tu |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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MERITECH CAPITAL PARTNERS III L.P. | |
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By: |
Meritech Capital Associates III, L.L.C. |
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its General Partner |
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By: |
Meritech Management Associates III, L.L.C. |
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its General Partner |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx, a managing member |
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MERITECH CAPITAL AFFILIATES III L.P. | |
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By: |
Meritech Capital Associates III, L.L.C. |
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its General Partner |
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By: |
Meritech Management Associates III, L.L.C. |
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its General Partner |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx, a managing member |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx, Co-Trustee of the Xxxxx Family Trust, established September 13, 2000 |
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/s/ Xxxxx X. Xxxxx |
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Xxxxx X. Xxxxx, Co-Trustee of the Xxxxx Family Trust, established September 13, 2000 |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Xxxxxxx X. Xxxxxxxx |
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Xxxxxxx X. Xxxxxxxx |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Xxxxx Xxxxxxxxxx |
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Xxxxx Xxxxxxxxxx |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
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/s/ Xxxxxx X. Xxxxxxxx |
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Xxxxxx X. Xxxxxxxx CGM XXX Rollover |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
VOTING AGREEMENT
