GLAUKOS CORPORATION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED VOTING AGREEMENT

EX-10.5 10 a2224644zex-10_5.htm EX-10.5

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