Investor Rights Agreement, dated as of August 9, by and between the Registrant and PHC Holding Corporation

Exhibit 4.3

INVESTOR RIGHTS AGREEMENT

by and among

SENSEONICS HOLDINGS, INC.

and

PHC HOLDINGS CORPORATION

Dated as of August 9, 2020

TABLE OF CONTENTS

Page

INVESTOR RIGHTS AGREEMENT, dated as of August 9, 2020 (as may be amended from time to time, this “Agreement”), by and among Senseonics Holdings, Inc., a Delaware corporation (the “Company”), PHC Holdings Corporation (“PHC Holdings”) and any other Purchaser (as defined below) otherwise a party hereto from time to time.

W I T N E S S E T H:

WHEREAS, the Company and the Purchasers have entered into a Note Purchase Agreement, dated as of August 9, 2020 (as may be amended from time to time, the “Purchase Agreement”), pursuant to which, among other things, the Company is issuing to the Purchasers Secured Promissory Notes (the “Notes”) and shares of Common Stock (the “Shares”);

WHEREAS, simultaneously with the execution and delivery of this Agreement by the parties, the Company and the Purchasers have entered into a Registration Rights Agreement, dated as of August 9, 2020 (as may be amended from time to time, the “Registration Rights Agreement”), pursuant to which, among other things, the Company grants the Purchasers certain registration and other rights with respect to the Notes, the shares of Common Stock issued upon any conversion of the Notes, and the Shares; and

WHEREAS, each of the parties wishes to set forth in this Agreement certain terms and conditions regarding ownership of the Notes and the Shares;

NOW, THEREFORE, in consideration of circumstances recited above and the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

GOVERNANCE

1.1              Board of Directors.

(a)               At or prior to the Appointment Date, the board of directors of the Company (the “Board”) shall expand its size by two (2) members, if necessary, to create a vacancy for two (2) qualified nominees of PHC Holdings. PHC Holdings shall have the right to designate, subject to the terms and conditions of this Section 1.1, the number of nominees to the Board as set forth below in Section 1.2 (each a “Board Nominee”). The Board shall in good faith consider whether any such nominee is (i) qualified and suitable to serve as a member of the Board under all applicable corporate governance policies and guidelines of the Company and the Board and applicable legal, regulatory and stock exchange requirements and (ii) meets the independence requirements of The NYSE American and any other stock exchange on which the Common Stock may be listed in the future. The Board and the appropriate committees of the Board shall conduct the consideration of the qualifications, suitability and independence of the Board Nominees, and make any determinations with respect thereto in a manner consistent with considerations and determinations in respect of other members of the Board. PHC Holdings shall cause each Board Nominee to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board or any committee thereof may reasonably request; provided that in each such case, all such interviews, investigations and information are generally required to be delivered to the Company by the other outside directors of the Company. If the Board determines that the Board Nominees are qualified and suitable to serve as a member of the Board under all applicable corporate governance policies and guidelines of the Company and the Board and applicable legal, regulatory and stock exchange requirements, then the Board shall appoint such initial Board Nominees to the Board (the date of such appointment, the “Appointment Date”). Notwithstanding the foregoing, it is understood and agreed that such review with respect to the initial two Board Nominees will be completed promptly and, in any event, prior to the date of the next meeting of the Board, which shall be no later than September 30, 2020. Provided that the Board Nominees then meet such requirements, and so long as PHC Holdings shall continue to be entitled to nominate directors pursuant to Section 1.2, the Company shall nominate the Board Nominees for re-election as directors at the end of each term of such Board Nominee as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board. In the event that the Board determines that any Board Nominee does not meet the foregoing requirements, or if a Board Nominee ceases to be a member of the Board at any time and for any reason, so long as PHC Holdings shall be entitled to nominate directors pursuant to Section 1.2, PHC Holdings may select another person as a designee for Board Nominee and, if the Board determines that such nominee meets the criteria set forth above, such designee shall become a Board Nominee and shall be promptly appointed by the Board. The Board shall undertake any review of any such new nominee by PHC Holdings in accordance with this paragraph and shall complete such review promptly, and in any event within ten (10) business days. Notwithstanding anything else contained in this Agreement to the contrary, if at any time following Closing, a Board Nominee is not a member of the Board for any reason and a new Board Nominee has not been appointed, PHC Holdings shall be entitled to designate an observer at meetings of the Board and all committees thereof on which another Board Nominee does not sit, and the Company shall provide all materials that are provided to other members of the Board in connection with such meetings to the observer, unless such attendance or the provision of such materials would result in an actual conflict of interest or violate any of the applicable corporate governance policies and guidelines or applicable legal, regulatory or stock exchange requirements or would result in the loss of attorney-client privilege.

(b)               One (1) Board Nominee will have the right (but not the obligation) to be appointed by the Board to sit on each regular committee of the Board, subject to such Board Nominee satisfying applicable legal, regulatory and stock exchange requirements. If no Board Nominee satisfies the applicable legal, regulatory and stock exchange requirements to sit on any particular committee of the Board, then the Board shall permit such Board Nominee to attend (but not vote) at the meetings of such committee as an observer and shall provide all related committee materials to the Board Nominee, unless such attendance or the provision of such materials would result in an actual conflict of interest or violate any of the applicable corporate governance policies and guidelines or applicable legal, regulatory or stock exchange requirements.

(c)               The Board Nominees shall be subject to the policies and requirements of the Company and the Board, in a manner consistent with the application of such policies and requirements to other members of the Board. The Company shall compensate the Board Nominees, and reimburse the Board Nominees for their reasonable expenses incurred in connection with Board and committee services, reimburse and advance to the Board Nominees’ expenses, indemnify the Board Nominees, and provide them with coverage pursuant to director and officer insurance to the same extent it compensates, reimburses and advances, indemnifies and provides insurance for the other outside members of the Board pursuant to its organizational documents, applicable law or otherwise. The Company agrees that such indemnification arrangements will provide that such indemnification, reimbursement and advancement will be the primary source of indemnification and reimbursement and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other indemnity or expense reimbursement or advancement to which a Board Nominee may be entitled or which is actually paid in connection with such matters, including as an employee of PHC Holdings or any of its Affiliates.

1.2              Board Nominees. So long as PHC Holdings and its Affiliates beneficially own at least 15% of the Common Stock on an as-converted basis, PHC Holdings shall have the right to designate two (2) Board Nominees. If PHC Holdings and its Affiliates beneficially own less than 15% of the Common Stock on an as-converted basis, but at least 5% of the Common Stock on an as-converted basis, PHC Holdings shall thereafter have the right to designate only one (1) Board Nominee. At such time as PHC Holdings and its Affiliates beneficially own less than 5% of the Common Stock on an as-converted basis, PHC Holdings shall no longer have the right to designate any Board Nominees. For purposes of this Section 1.2, beneficial ownership will be deemed to include, if PHC Holdings and its Affiliates have received any cash upon conversion of any Notes or any Company securities exercisable and/or convertible into Common Stock, the number of shares of Common Stock PHC Holdings and its Affiliates would have received had such exercise or conversion been settled solely in shares of Common Stock.

ARTICLE II

RIGHT OF PURCHASE

2.1              Right of Purchase.

(a)               Subject to the terms and conditions contained in this Section, the Company grants to the Purchasers a right to purchase or subscribe for such Purchaser’s Pro Rata Portion calculated as of the date of delivery of any notice pursuant to Section 2.1(b) of any New Financing actually issued or raised, as applicable, which the Company may, from time to time, propose to issue and sell or raise, as applicable. Notwithstanding the foregoing, in the event that any New Financing is being raised pursuant to a registration statement under the Securities Act (the “Registered Offering”), each Purchaser will be entitled to purchase its portion of the New Financing in a simultaneous private placement with the Registered Offering, but otherwise on the same terms as the Registered Offering, to the extent an exemption from registration is available at such time.

(b)               In the event the Company proposes to undertake a New Financing, it shall give the Purchasers written notice of its intention, describing the type of New Financing and the price and terms upon which the Company proposes to issue or borrow the same. Each Purchaser shall have fifteen (15) days from the date of delivery of any such notice to agree to purchase or subscribe for up to its Pro Rata Portion of such New Financing, for the price and upon the terms specified in the notice, by delivering written notice to the Company and stating therein the quantity of the New Financing to be purchased or subscribed for, as applicable.

(c)               The Company shall have ninety (90) days following the fifteen- (15-) day period described in Section 2.1(b) to sell or raise, as applicable, or enter into an agreement (pursuant to which the New Financing covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) to sell or raise, as applicable, the New Financing with respect to which the Purchasers’ purchase or subscription right was not exercised, at a price no more favorable and upon other terms no more favorable in the aggregate to the purchasers or lenders of such financing than specified in the Company’s notice. In the event the Company has not sold or raised the New Financing or entered into an agreement to sell or raise the New Financing within said ninety- (90-) day period (or sold and issued or raised New Financing in accordance with the foregoing within thirty (30) days from the date of said agreement), the Company shall not thereafter issue or sell or raise any New Financing without first offering such financing to the Purchasers in the manner provided above.

2.2              Post Closing Notice(a). Notwithstanding anything in this ARTICLE II to the contrary, if (a) the Board determines in good faith that the Company’s ability to consummate the New Financing would be adversely impacted by virtue of compliance with the advance notice provisions contained in Section 2.1(b) and (b) such New Financing is permissible under the rules of the principal securities exchange on which the Company’s securities are traded, the Company may issue or raise such New Financing without providing such notice and without regard to the provisions of this ARTICLE II prior to such issuance. After the consummation of such New Financing without providing such advance notice in reliance on this Section 2.2, the Company shall provide the Purchasers written notice (the “Post Closing Notice”) of the fact that the Company issued or raised such New Financing, that such transaction has been consummated, and that the notice required by Section 2.1(b) was not provided in reliance on this Section 2.2. The Post Closing Notice shall set forth the type of New Financing issued or raised, and the price and the terms upon which such New Financing was issued or raised. The Purchasers shall have twenty (20) days from the delivery of such Post Closing Notice to elect to purchase or subscribe for up to the Purchasers’ Pro Rata Portion of such New Financing, for the price and upon the terms specified in such Post Closing Notice, and the closing of such sale or loan to the Purchasers so electing shall be consummated as promptly as practicable thereafter but in no event later than 10 Business Days after the date on which the Purchasers’ response was due (subject to extension for any required regulatory approvals or arrangement of any necessary financing by Purchaser).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1            Representations and Warranties of the Purchasers. The Purchasers, as of the date hereof, and as of the date any such Purchaser becomes a party to this Agreement pursuant to the execution of a joinder, hereby represent and warrant to the Company as follows:

(a)               Such Purchaser is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement (or to deliver a joinder and join this Agreement, as applicable), to perform its obligations hereunder.

(b)               This Agreement (or the execution and delivery of a joinder and the joining of this Agreement, as applicable) will not violate, conflict with or result in a breach of or default under (i) such Purchaser’s organizational documents, (ii) any material agreement or instrument to which such Purchaser is a party or by which such Purchaser or any of its assets are bound, or (iii) any material laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Purchaser.

(c)               This Agreement (or joinder, as applicable) has been duly executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2           Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers as of the date hereof as follows:

(a)               The Company is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder.

(b)               The execution, delivery and performance by the Company of this Agreement has been duly authorized, and does not (i) conflict with the Company’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which the Company may be bound or affected, or (iv) constitute an event of default or material breach under any material agreement by which the Company, any of its Subsidiaries or any of their respective properties, is bound. Neither the Company nor any of its Subsidiaries is in default or material breach under any material agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a material adverse change.

(c)               This Agreement has been duly authorized by the Company and constituted the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, transfer, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

ARTICLE IV

DEFINITIONS

4.1              Defined Terms. Capitalized terms when used in this Agreement have the following meanings:

“Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. As used in this definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or partnership or other ownership interest, by contract, or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Appointment Date” has the meaning set forth in Section 1.1(a).

“Board” has the meaning set forth in Section 1.1(a).

“Board Nominee” has the meaning set forth in Section 1.1(a).

“Business Day” is any day that is not a Saturday, Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Closing” has the meaning set forth in the Purchase Agreement.

“Common Stock” means the common stock, par value $0.001 per share of the Company.

“Company” has the meaning set forth in the Preamble.

“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“New Financing” means any equity, equity-linked or debt securities or loans of the Company; provided, however, that the term “New Financing” does not include:

(i) the Notes, the shares of Common Stock issued upon any conversion of the Notes, and the Shares;

(ii) securities issued to employees, consultants, officers and directors of the Company, pursuant to equity compensation plans approved by the Board or grants of options outside of such plans approved by the Board;

(iii) securities issued or issuable pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that either (x) the Company shall have complied with the purchase right established by ARTICLE II with respect to the initial sale or grant by the Company of such rights or agreements, or (y) such rights or agreements existed prior to the Company’s obligations under ARTICLE II (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the date of this Agreement with the effect of increasing the percentage of the Company’s fully-diluted securities underlying such rights agreement shall not be included in this clause (iii)(y));

(iv) securities issued in connection with any stock split, stock dividend, subdivision, combination, reclassification, exchange, recapitalization or similar transactions by the Company;

(v) securities issued pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets or shares, or other reorganization;

(vi) securities issued in connection with sponsored research, collaboration, technology license, development, original equipment manufacturer, marketing, joint venture investment or other similar agreements, strategic alliances or strategic transactions;

(vii) capital stock issued in satisfaction of indebtedness or other liability or in exchange for indebtedness;

(viii) convertible preferred stock issued or issuable to Masters Special Situations, LLC and any of its affiliates pursuant to the Stock Purchase Agreement dated August 9, 2020, and Common Stock issuable upon conversion of such convertible preferred stock pursuant to the terms thereof;

(ix) issuances of Common Stock made pursuant to a customary “at-the-market” program registered on a Form S-3 under the Securities Act; and

(x) Permitted Debt (as defined in the Note Purchase Agreement, excluding indebtedness permitted by subparagraphs (1), (2), (3), (6) (other than the refinancing of indebtedness represented by the 2023 Notes or 2025 Notes solely with the holders thereof in an amount not to exceed the principal amount of such indebtedness) and (7) of such definition); and

(xi) any right, option, or warrant to acquire any security convertible into the securities excluded from the definition of New Financing pursuant to clauses (i) through (x) above.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Post Closing Notice” has the meaning set forth in Section 2.2.

“Pro Rata Portion” means, for any Purchaser, (A) in the case of equity or equity-linked securities, a ratio equal to (x) the sum of the number of shares of the Company’s Common Stock held by such Purchaser immediately prior to the consummation of a New Financing, assuming full conversion of the Notes and all Company securities exercisable and/or convertible into the Company’s Common Stock then held by such Purchaser (including, if such Purchaser has received any cash upon conversion of any Notes or any Company securities exercisable and/or convertible into the Company’s Common Stock, the number of shares such Purchaser would have beneficially owned had such Purchaser received only shares of the Company’s Common Stock upon such exercise or conversion), over (y) the sum of the total number of shares of the Company’s Common Stock then outstanding, assuming full exercise and/or conversion of all Company securities exercisable and/or convertible into the Company’s Common Stock then outstanding; and (B) in the case of debt securities or loans, a ratio equal to (x) the total amount of Indebtedness (as defined in the Purchase Agreement) of the Company held by such Purchaser immediately prior to the consummation of a New Financing, over (y) the total amount of Indebtedness of the Company then outstanding.

“Purchaser” means any of one of the Purchasers.

“Purchasers” means the purchasers of the Notes and the Shares identified on Schedule 2.2 to the Purchase Agreement and each successor and assignee that becomes party to the Purchase Agreement.

“Registered Offering” has the meaning set forth in Section 2.1(a).

“Registration Rights Agreement” has the meaning set forth in the Recitals.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.

4.2              Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears. All references herein to “Articles” and “Sections” shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” References to “$” or “dollars” means United States dollars. The definitions given for terms in this ARTICLE IV and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. References herein to any agreement or letter shall be deemed references to such agreement or letter as it may be amended, restated or otherwise revised from time to time.

ARTICLE V

MISCELLANEOUS

5.1              Term. This Agreement will be effective as of the Closing and, except as otherwise set forth herein, will continue in effect thereafter until (a) the mutual written agreement of the Company and the Purchasers holding a majority of the Notes to terminate this Agreement or (b) the date that PHC Holdings and its Affiliates no longer beneficially own at least 5% of the outstanding Common Stock on an as-converted basis (including, if PHC Holdings and its Affiliates receive any cash upon conversion of the Notes or any Company securities exercisable and/or convertible into the Company’s Common Stock, the number of shares PHC Holdings and its Affiliates would have beneficially owned had they received only shares of the Company’s Common Stock upon such exercise or conversion).

5.2              Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and the Purchasers holding a majority of the Notes. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any right or remedy provided by applicable law.

5.3              Successors and Assigns. Except as otherwise expressly provided in this Section 5.3, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether an initial party or made party through a joinder or otherwise), in whole or in part (whether by operation of law or otherwise), without the prior written consent of the Company and the Purchasers holding a majority of the Notes. Notwithstanding anything to the contrary in the foregoing, (a) subject to the terms and conditions of this Agreement, a Purchaser may assign all or any portion of its rights and interests under this Agreement to any Person (i) to which such Purchaser properly assigns or transfers Notes in accordance with the Purchase Agreement, and (ii) that executes a joinder, and (b) this Agreement may be assigned by operation of law by the Company. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 5.3 shall be null and void ab initio.

5.4              Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any such provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

5.5              Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.

5.6              Entire Agreement. This Agreement, together with the Note Documents (as defined in the Purchase Agreement), constitutes the entire agreement among the parties or to which they are subject and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of the transactions contemplated hereby and thereby.

5.7             Governing Law; Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL, PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.

5.8              WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.9              Specific Performance. The parties agree that irreparable damage may occur if any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions or other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 5.7, in addition to any other remedy to which they are entitled at law or in equity.

5.10           No Third-Party Beneficiaries. Nothing in this Agreement shall confer any right upon any Person other than the parties and each such party’s respective heirs, successors and permitted assigns, all of whom shall be express third-party beneficiaries of this Agreement.

5.11          Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by facsimile or electronic communication, upon confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to the Company, to:

SENSEONICS HOLDINGS, INC.
20451 Seneca Meadows Parkway
Germantown, MD 20876
Attn: Chief Financial Officer
Email: ***@***

with copies (which shall not constitute notice) to:

Cooley LLP
11951 Freedom Drive
Reston, VA 20190
Facsimile: (703) 456-8100
Attention: Christian E. Plaza

If to the Purchasers, to:

PHC Holdings Corporation

Ryuichi Hirashima

2-38-5 Nishishimbashi, Minato-ku, Tokyo

105-8433 Japan

Attn: Chief Strategy Officer

Email: ***@***

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
885 Third Avenue
New York, NY 10022-4834
Attn:                    Greg Rodgers

Paul Bonewitz

E-mail:                 ***@***

***@***

Fax:                      ###-###-####

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have duly executed this Agreement by their authorized representatives as of the date first above written.

[Signature Page to Investor Rights Agreement]