SECOND AMENDMENT TO WARRANT AGREEMENT
THIS SECOND AMENDMENT (this Amendment), dated as of May 31, 2019, to the Warrant Agreement to Purchase Shares of Preferred Stock of Intuity Medical, Inc., originally dated as of December 29, 2017, as amended by the First Amendment to Warrant Agreement, dated as of December 27, 2018 (as amended, the Warrant Agreement), is made by and between INTUITY MEDICAL, INC., a Delaware corporation (the Company), and HERCULES CAPITAL, INC., a Maryland corporation (the Warrantholder).
A. The Company and the Warrantholder desire to further 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 definition of Equity Round is hereby amended and restated in its entirety to read as follows:
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.
(B) The definition of Exercise Price is hereby amended and restated in its entirety to read as follows:
Exercise Price means (a) if Preferred Stock means the Series 5 Preferred Stock, $0.38 per share, or (b) if Preferred Stock means Next Round Stock, the lowest cash price per share of Next Round Stock paid by investors in the Next Round, in each case subject to adjustment pursuant to the applicable provisions of this Warrant Agreement.
(C) The definition of Next Round is hereby amended and restated in its entirety to read as follows: