0000912057-14-000265 Sample Contracts

GLAUKOS CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date] and is between Glaukos Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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GLAUKOS CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 5, 2013, by and between Comerica Bank (“Bank”) and Glaukos Corporation (“Borrower”).

EXECUTIVE SEVERANCE CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Glaukos Corporation (the “Company”), and Richard L. Harrison (“Executive”) as of July 10, 2014.

GLAUKOS CORPORATION AMENDMENT TO SERIES D WARRANTS
Series D Warrants Amendment • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus

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).

SECOND AMENDMENT AND LEASE CONSOLIDATION
Lease Consolidation • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus

This Second Amendment and Lease Consolidation (the “Second Amendment”) is entered into as of this 30th day of September, 2011, by and between Laguna Cabot Road Business Park, LP (“Landlord”), and Glaukos Corporation (“Tenant”), with reference to the following recitals.

SADDLEBACK BUSINESS PARK, LAGUNA HILLS, CALIF.
Standard Business Park Lease • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus

THIS LEASE is entered into by and between LANDLORD and TENANT, and is dated for reference purposes only as provided in the following Basic LEASE Information. The General Terms of this LEASE, and any exhibits or addenda thereto, are hereby incorporated by this reference and made a material part of this agreement. LANDLORD and TENANT agree as follows:

GLAUKOS CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), made as of this «DAY_1B» day of «MONTH_1A», by and between Glaukos Corporation, a Delaware corporation (the “Company”), and «OPTIONEE_2» (the “Option Holder”), is made with reference to the following facts:

GLAUKOS CORPORATION FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • Delaware

This FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of January 25, 2011, by and among GLAUKOS CORPORATION, a Delaware corporation (the “Company”), each of the persons listed on the attached Schedule A who become signatories to this Agreement (collectively, the “Investors”), 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.

GLAUKOS CORPORATION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus

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.

GLAUKOS CORPORATION THIRD AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • Delaware

THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made as of this 22nd day of January, 2013 by and among Glaukos Corporation, a Delaware corporation (the “Company”), Fjordinvest, LLC, FG Group LLC, Orasis, LLC and Hosheng Tu (collectively, the “Stockholders”), and the holders of shares of Preferred Stock (as defined below) listed on Exhibit A (collectively, the “Investors” and individually, the “Investor”).

GLAUKOS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

THIS STOCK OPTION AGREEMENT (the “Agreement”), made as of this «DAY_1B» day of «MONTH_1A», by and between Glaukos Corporation, a Delaware corporation (the “Company”), and «OPTIONEE_2» (the “Option Holder”), is made with reference to the following facts:

GLAUKOS CORPORATION AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • Delaware

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”).

GLAUKOS CORPORATION AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus

This Amendment No. 2 to Fourth Amended and Restated Investors’ Rights 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.

Contract
Security Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

This Security Agreement and the exercise of the rights granted hereunder are subject to and governed by the terms of a Subordination Agreement dated as of November 1, 2013 by and among the Secured Party named below, Glaukos Corporation and Comerica Bank, the provisions of which are incorporated herein by this reference and made a part hereof.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

This Asset Purchase Agreement, dated as of July 10, 2014, is made by and between DOSE Medical Corporation, a Delaware corporation (“Seller”), and Glaukos Corporation, a Delaware corporation (“Purchaser”), with reference to the following facts:

Contract
Promissory Note • July 23rd, 2014 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

This Note and payment hereof are subject to and governed by the terms of a Subordination Agreement dated as of November 1, 2013 by and among the Lender named below, Glaukos Corporation and Comerica Bank, the provisions of which are incorporated herein by this reference and made a part hereof.

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