FIRST AMENDMENT TO WARRANT AGREEMENT
THIS FIRST AMENDMENT (this Amendment), dated as of December 27, 2018, to the Warrant Agreement to Purchase Shares of Preferred Stock of Intuity Medical, Inc., originally dated as of December 29, 2017 (the Warrant Agreement), is made by and between INTUITY MEDICAL, INC., a Delaware corporation (the Company), and HERCULES CAPITAL, INC., a Delaware corporation (the Warrantholder).
A. The Company and the Warrantholder desire to amend the Warrant Agreement as set forth herein, such modifications to be effective as of the date hereof.
B. The Warrant may be amended pursuant to Section 12(h) thereof by the written agreement of the Company and the Warrantholder, each of which is a party to this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to the Warrant Agreement. The Company and Warrantholder hereby agree to the following amendments to the Warrant Agreement.
(A) The following definition of Equity Round is hereby added to Section 1 of the Warrant Agreement in its proper alphabetical order:
Equity Round means any non-public offering of equity securities by the Company, completed after the Effective Date but prior to the consummation of an Initial Public Offering, in a transaction or series of related transactions principally for equity raising purposes in which the cash proceeds are received by the Company and/or debt of the Company is cancelled or converted in exchange for equity securities of the Company. Equity Round shall include additional closings of the sale and issuance of any Series 4 Preferred Stock so long as the gross proceeds to the Company from such additional closings are at least $15 million in the aggregate.
(B) The following definition of Next Round is hereby added to Section 1 of the Warrant Agreement in its proper alphabetical order:
Next Round means the next Equity Round after December 27, 2018 in which the Company issues and sells shares of its preferred stock and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire shares of preferred stock of the Company.
(C) The following definition of Series 4 Preferred Stock is hereby added to Section 1 of the Warrant Agreement in its proper alphabetical order:
Series 4 Preferred Stock means the Series 4 Convertible Participating Preferred Stock, $0.001 par value per share, of the Company.