0001047469-05-002052 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • February 1st, 2005 • Dexcom Inc • Delaware

This Indemnity Agreement (this "Agreement"), dated as of , 2005, is made by and between DexCom, Inc., a Delaware corporation (the "Company"), and [ ], a director and/or officer of the Company (the "Indemnitee").

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DEXCOM, INC. SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • February 1st, 2005 • Dexcom Inc • California

THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of the 30th day of December 2004 by and among Dexcom, Inc., a Delaware corporation (the "Company"), the investors listed on Schedule A hereto, (each an "Investor," and collectively the "Investors"), Piper Jaffray & Co. ("Piper" and, except as the context may require, also an "Investor" and one of the "Investors" hereunder) and John F. Burd, Glenn Holdings, L. P. Bret Megargel, Lauren Otsuki, Windamere Venture Partners LLC, Markwell/Dexcom Liquidating Trust, Mark Shults, Stuart Updike, Rathburn K. Rhodes, Barbara J. Gilligan, Andy Rasdal and Mark D. LoGuidice (each a "Founder," and collectively the "Founders").

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