Exhibit
4.02


REGISTRATION RIGHTS
AGREEMENT


BY AND BETWEEN


DEXCOM, INC.,


AS ISSUER


AND


PIPER JAFFRAY & CO.


 


 


 


DATED AS OF MARCH 9, 2007


 















TABLE OF CONTENTS


 


 




	
  

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Shelf Registration

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Additional Interest

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registration
  Procedures

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Registration Expenses

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Indemnification
  and Contribution

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Rule
  144A

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Participation
  in Underwritten Registrations

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Selection of
  Underwriters

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Miscellaneous

  	
  18

  
	
   

  	
   

  	
   

  	
   

  






 


 
















REGISTRATION RIGHTS AGREEMENT,
dated as of March 9, 2007, by and between DexCom, Inc. (together with any
successor entity, herein referred to as the “Issuer”)
and Piper Jaffray & Co. (the “Initial
Purchaser”).


Pursuant to the Purchase Agreement, dated February 28,
2007, between the Issuer and Initial Purchaser (the “Purchase Agreement”), the Initial Purchaser has agreed to
purchase from the Issuer $40,000,000 aggregate principal amount of 4.75%
Convertible Senior Notes due 2027 (the “Notes”)
(or up to $60,000,000 aggregate principal amount if the Initial Purchaser
exercises in full its option to purchase additional Notes, as set forth in the
Purchase Agreement).  The Notes initially
may be convertible into fully paid, nonassessable common stock, $0.001 par value
per share, of the Issuer (the “Common Stock”)
on the terms, and subject to the conditions, set forth in the Indenture (as
defined herein).  To induce the Initial
Purchaser to purchase the Notes, the Issuer has agreed to provide the
registration rights set forth in this Agreement pursuant to the Purchase
Agreement.


The parties hereby agree as follows:


1.             Definitions.  As used in this Agreement, the following
capitalized terms shall have the following meanings:


Additional Interest:  As defined in Section 3(a) hereof.


Additional Interest Payment Date:  Each March 15 and September 15, commencing
September 15, 2007.


Agreement:  This Registration Rights Agreement, as
amended, modified or otherwise supplemented from time to time in accordance
with the terms hereof.


Broker-Dealer: 
Any broker or dealer registered under the Exchange Act.


Business Day:  A day other than a Saturday or Sunday or any
day on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.


Commission:  The United States Securities and Exchange
Commission.


Common Stock:  As defined in the preamble
hereto.


Effectiveness Period:  As defined in Section 2(a)(iii) hereof.


Effectiveness Target Date:  As defined in Section 2(a)(ii) hereof.


Exchange Act:  The United States Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder.


Holder:  A Person who owns, beneficially or otherwise,
Transfer Restricted Securities.













Indemnified Holder:  As defined in Section 6(a) hereof.


Indenture:  The Indenture, dated as of March 9, 2007,
among the Issuer and Trustee, pursuant to which the Notes are to be issued, as
such Indenture is amended, modified or supplemented from time to time in
accordance with the terms thereof.


Initial Purchaser:  As defined in the preamble hereto.


Issuer:  As defined in the preamble hereto.


Majority of Holders:  Registered Holders of a number of shares of
the then outstanding Common Stock constituting Transfer Restricted Securities
and an aggregate principal amount of then outstanding Notes constituting
Transfer Restricted Securities, such that the sum of such shares of Common
Stock and the shares of Common Stock issuable upon conversion of such Notes
constitute in excess of 50% of the sum of all of the then outstanding shares of
Common Stock constituting Transfer Restricted Securities and the number of
shares of Common Stock issuable upon conversion of then outstanding Notes
constituting Transfer Restricted Securities, in each case assuming that the
Notes are then convertible and that no cash is paid upon a conversion of Notes.
For purposes of the immediately preceding sentence, Transfer Restricted
Securities owned, directly or indirectly, by the Issuer or its Affiliates shall
be deemed not to be outstanding.


NASD:  National Association of Securities Dealers,
Inc.


New Securities:  As defined in Section 10(d).


Notes:  As
defined in the preamble hereto.


Offering Memorandum:  The Offering Memorandum relating to the offer
of the Notes dated March 6, 2007.


Person:  An individual, partnership, corporation,
unincorporated organization, limited liability company, trust, joint venture or
a government or agency or political subdivision thereof.


Prospectus:  The prospectus included in a Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
pursuant to the Securities Act), as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.


Purchase Agreement:  As defined in the preamble hereto.


Questionnaire:  As defined in Section 2(b) hereof.


Questionnaire Deadline:  As defined in Section 2(b) hereof.



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Record Holder:  With respect to any Additional Interest
Payment Date, each Person who is a Holder on the record date with respect to
such Additional Interest Payment Date, which record date shall be the date that
is the 15th day preceding the relevant Additional Interest
Payment Date.


Registration Default:  As defined in Section 3(a) hereof.


Securities Act:  The United States Securities Act of 1933, as
amended, and the rules and resolutions of the Commission thereunder.


Shelf Filing Deadline:
As defined in Section 2(a)(i) hereof.


Shelf Registration Statement:  As defined in Section 2(a)(i) hereof.


Suspension Notice:  As defined in Section 4(c) hereof.


Suspension Period:  As defined in Section 4(b)(i) hereof.


TIA:  Trust Indenture Act of 1939, as amended, and
the rules and regulations of the Commission thereunder, in each case, as in
effect on the date the Indenture is qualified under the TIA.


Transfer Restricted Securities:  Each of the Notes and each of the shares of
Common Stock or New Securities issued upon conversion of Notes until the
earliest of, in the case of any such Notes or share(s) of Common Stock or New
Securities:


(i)            the date on which
such Notes or such shares of Common Stock or New Securities issued upon
conversion thereof has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement;


(ii)           the date on which
such Notes or such shares of Common Stock or New Securities issued upon
conversion thereof are transferred in compliance with Rule 144 under the
Securities Act or may be sold or transferred by a person who is not an
affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any
other similar provision then in force) without any volume or manner of sale
restrictions thereunder; or


(iii)          the date on which
such Notes or such shares of Common Stock or New Securities issued upon
conversion ceases to be outstanding (whether as a result of repurchase and
cancellation, conversion or otherwise).


Trustee: Wells Fargo Bank, N.A. as trustee.


Underwritten Registration or
Underwritten Offering: 
A registration in which Notes of the Issuer are sold to an underwriter
for reoffering to the public pursuant to the Shelf Registration Statement.



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2.             Shelf Registration.


(a)           The
Issuer shall:


(i)            As soon as
practicable, but in any event not later than 90 days after the date hereof (the
“Shelf Filing Deadline”),
cause to be filed a registration statement for an offering to be made on a
continuous basis pursuant to Rule 415 under the Securities Act (together with
any amendments thereto and including any documents incorporated by reference
therein, the “Shelf Registration Statement”),
which Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities held by Holders that have provided the information
required pursuant to the terms of Section 2(b) hereof;


(ii)           use reasonable
efforts to cause the Shelf Registration Statement to be declared effective by
the Commission as promptly as practicable, but in no event later than 180 days
after the date hereof (the “Effectiveness
Target Date”); and


(iii)          use reasonable
efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by, and subject to, the provisions of
Section 4(b) hereof to the extent necessary to ensure that it (A) is available
for resales by the Holders of Transfer Restricted Securities entitled to the
benefit of this Agreement and (B) conforms with the requirements of this
Agreement and the Securities Act for a period (the “Effectiveness Period”) ending on the earliest of the second
anniversary of the Closing Date or:


(1)           the date when the Holders of the
Transfer Restricted Securities are able to sell under Rule 144(k) under the
Securities Act all Transfer Restricted Securities immediately without volume,
manner of sale, filing or other restriction; or


(2)           the date when all Transfer Restricted
Securities have been sold or transferred under Rule 144 under circumstances
under which any legend borne by the Transfer Restricted Securities relating to
restrictions on transferability thereof is removed; or


(3)           the date when all Transfer Restricted
Securities are registered under the Shelf Registration Statement and sold or
transferred pursuant thereto; or


(4)           the date when all Transfer Restricted
Securities have ceased to be outstanding (whether as a result of repurchase and
cancellation, conversion or otherwise); or


(5)           the date when all Transfer Restricted
Securities are otherwise freely transferable.



 4
 









(b)           To
have its Transfer Restricted Securities included in the Shelf Registration
Statement pursuant to this Agreement, each Holder shall complete the Selling
Securityholder Notice and Questionnaire, the form of which is contained in
Annex A to the Offering Memorandum relating to the Notes (the “Questionnaire”).  The
Issuer shall mail the Questionnaire to each Holder identified in the records of
the Depository Trust Company not less than 20 Business Days (but not more than
40 Business Days) prior to the time the Issuer intends in good faith to have
the Shelf Registration Statement declared effective by the Commission.  Holders are required to complete and deliver
the Questionnaire to the Issuer within 10 Business Days prior to the
effectiveness of the Registration Statement (the “Questionnaire
Deadline”) in order
to be named as selling securityholders in the Prospectus at the time that the
Shelf Registration Statement is declared effective.  Upon receipt of a completed Questionnaire
from a Holder on or prior to the Questionnaire Deadline, the Issuer shall
include such Holder’s Transfer Restricted Securities in the Shelf Registration
Statement and the Prospectus. In addition, promptly upon the request of a
Holder given to the Issuer at any time, the Issuer shall deliver a
Questionnaire to such Holder.  With
respect to any Holder that does not fully complete and deliver a Questionnaire
prior to the Questionnaire Deadline, Issuer will not be required to name such
Holder as a selling securityholder in the Shelf Registration Statement at the
time that it is declared effective.  Upon
receipt of a completed Questionnaire from a Holder who did not complete and
deliver a Questionnaire prior to the Questionnaire Deadline, the Issuer shall,
within 30 Business Days of such receipt, file such amendments to the Shelf
Registration Statement or supplements to a related Prospectus as are necessary
to permit such Holder to deliver such Prospectus to transferees of Transfer
Restricted Securities; provided,  that
the Issuer shall not be obligated to file more than one amendment or supplement
for all such Holders in any one fiscal quarter.


The Issuer will give notice to all Holders of the
effectiveness of the Shelf Registration Statement by electronic mail at the
email address, or in writing at mailing address, in each case, set forth in
each Holder’s Questionnaire.


(c)           Upon
receipt of written request for additional information from the Issuer, each
Holder who intends to be named as a selling securityholder in the Shelf
Registration Statement shall furnish to the Issuer in writing, within 10
Business Days after such Holder’s receipt of such request (the “Additional Information Deadline”), such
additional information regarding such Holder and the proposed distribution by
such Holder of its Transfer Restricted Securities, in connection with the Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein
and in any application to be filed with or under state securities law, as the
Issuer may reasonably request.  In
connection with all such requests for additional information from Holders of
Transfer Restricted Securities, the Issuer shall notify such Holders of the
requirements set forth in this paragraph regarding their obligation to provide
the information requested pursuant to this Section 2.  With respect to any Holder that does not
provide the additional information reasonably requested by the Issuer pursuant
to this Section 2(c) prior to the Additional Information Deadline, Issuer will
not be required to name such Holder as a selling securityholder in the Shelf
Registration Statement at the time that it is declared effective.  Upon receipt of the requested information
from a Holder who did not provide such information prior to the Additional
Information Deadline, the Issuer shall, within 30 Business Days of such
receipt, file such amendments to the Shelf Registration Statement or
supplements to a related Prospectus as are necessary to permit such Holder to
deliver such 



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Prospectus to transferees of Transfer Restricted Securities; provided,  that the Issuer shall not be obligated to
file more than one amendment or supplement (including any amendments or
supplements filed pursuant to Section 2(b)) for all such Holders in any one
fiscal quarter.


(d)           Each
Holder as to which the Shelf Registration Statement is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in
order to make information previously furnished to the Issuer by such Holder not
materially misleading.


3.             Additional Interest.


(a)           If:


(i)            the Shelf
Registration Statement is not filed with the Commission prior to or on the
Shelf Filing Deadline;


(ii)           the Shelf
Registration Statement has not been declared effective by the Commission prior
to or on the Effectiveness Target Date;


(iii)          except as provided
in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and
declared effective but, during the Effectiveness Period, shall thereafter cease
to be effective or fail to be usable for its intended purpose without being
succeeded within 5 Business Days by a post-effective amendment to the Shelf
Registration Statement, a supplement to the Prospectus or a report filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act that cures such failure and, in the case of a post-effective amendment, is
itself immediately declared effective; or


(iv)          (A)  prior to or on the 121st day, as the case may be, of any Suspension
Period, such suspension has not been terminated or (B) Suspension Periods
exceed an aggregate of 120 days in any 360-day period or 60 days in any 180-day
period,


(each such event referred to in foregoing clauses (i)
through (iv), a “Registration Default”),
the Issuer hereby agrees to pay additional interest (“Additional Interest”) with respect to the
Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the day on which the Registration Default
has been cured, accruing at a rate, to each holder of Notes, (x) with respect
to the first 90-day period during which a Registration Default shall have
occurred and be continuing, equal to 0.25% per annum of the principal amount of
the Notes, and (y) with respect to the period commencing on the 91st day following the day the Registration Default
shall have occurred and be continuing, equal to 0.50% per annum of the
principal amount of the Notes; provided that in no event shall Additional
Interest accrue at an aggregate rate per year exceeding 0.50% of the principal
amount of the Notes.  No Additional
Interest shall be payable on any Notes that have been converted into shares of
Common Stock.


(b)           All
accrued Additional Interest shall be paid in arrears to Record Holders by the
Issuer on each Additional Interest Payment Date by wire transfer of immediately
available funds or by federal funds check and in accordance with the terms of
the Indenture.  Following (i) 



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the cure of all Registration Defaults relating to the Notes or (ii)
expiration of the Effectiveness Period, the accrual of Additional Interest with
respect to such Notes will cease.  The
Issuer agrees to deliver all notices, certificates and other documents contemplated
by the Indenture in connection with the payment of Additional Interest.


If a Transfer Restricted Security ceases to be a
Transfer Restricted Security, such cessation will not relieve the issuer from
any liability under this Section 3 that was accrued but unpaid immediately
prior to such cessation.  The Additional
Interest set forth above shall be the exclusive monetary remedy available to
the Holders of Transfer Restricted Securities for such Registration Default.


4.             Registration Procedures.


(a)           In
connection with the registration of the Transfer Restricted Securities, the
Issuer shall comply with all the provisions of Section 4(b) hereof and shall
use its reasonable efforts to effect such registration to permit the sale of
the Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and pursuant thereto, shall as soon
as practicable prepare and file with the Commission a Shelf Registration
Statement relating to the registration on any appropriate form under the
Securities Act.


(b)           In
connection with the Shelf Registration Statement and any Prospectus required by
this Agreement to permit the sale or resale of Transfer Restricted Securities,
the Issuer shall:


(i)            Subject to any
notice by the Issuer in accordance with this Section 4(b) of the existence of
any fact or event of the kind described in Section 4(b)(iii)(D), use its
reasonable efforts to keep the Shelf Registration Statement continuously
effective during the Effectiveness Period; upon the occurrence of any event or
the existence of any fact that would cause the Shelf Registration Statement or
the Prospectus contained therein, including any document incorporated by
reference therein, (A) to contain a material misstatement or omission or (B)
not be effective and usable for resale of Transfer Restricted Securities during
the Effectiveness Period, the Issuer shall file promptly an appropriate
amendment to the Shelf Registration Statement, a supplement to the Prospectus
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its
reasonable efforts to cause such amendment to be declared effective and the
Shelf Registration Statement and the related Prospectus to become usable for
their intended purposes as soon as practicable thereafter.  Notwithstanding the foregoing, the Issuer may
suspend the effectiveness of the Shelf Registration Statement by written notice
to the Holders for a period not to exceed an aggregate of 120 days in any
360-day period or 60 days in any 180-day period (each such period, a “Suspension Period”) if:


(x)   an event occurs and is
continuing as a result of which the Shelf Registration Statement would, in the
Issuer’s reasonable judgment, 



 7
 









contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and


(y)   the Issuer reasonably
determines that the disclosure of such event at such time would have a material
adverse effect on the business of the Issuer (and its subsidiaries, if any,
taken as a whole).


(ii)           Prepare and file
with the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement effective during the Effectiveness Period; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act, and to comply with the
applicable provisions of Rules 424 and 430A under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in the Shelf
Registration Statement or supplement to the Prospectus; provided, however, that
in no event will such method(s) of distribution take the form of an
Underwritten Offering without the prior written agreement of the Issuer.


(iii)          Advise the
underwriter(s), if any, and selling Holders promptly (but in any event within 5
Business Days of becoming aware of such event) and, if requested by such
Persons, to confirm such advice in writing:


(A)  when
the Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to the Shelf Registration Statement or any
post-effective amendment thereto, when the same has become effective,


(B)   of
any request by the Commission for amendments to the Shelf Registration
Statement or amendments or supplements to the Prospectus or for additional
information relating thereto,


(C)   of
the issuance by the Commission of any stop order suspending the effectiveness
of the Shelf Registration Statement under the Securities Act or of the
suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, or


(D)  of
the existence of any fact or the happening of any event, during the
Effectiveness Period, that makes any statement of a material fact made in the
Shelf Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or 



 8
 









changes in the Shelf Registration Statement or the Prospectus in order
to make the statements therein not misleading.


If at any time the Commission shall issue any stop
order suspending the effectiveness of the Shelf Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Issuer shall
use its reasonable efforts to obtain the withdrawal or lifting of such order at
the earliest possible time and will provide to the Initial Purchaser and each
Holder who is named in the Shelf Registration Statement prompt notice of the
withdrawal of any such order.


(iv)          Furnish to one
counsel for the selling Holders and each of the underwriter(s), if any, before
filing with the Commission, a copy of the Shelf Registration Statement and
copies of any Prospectus included therein or any amendments or supplements to
the Shelf Registration Statement or Prospectus (other than documents
incorporated by reference after the initial filing of the Shelf Registration
Statement or any amendments or supplements the sole purpose of which is to name
additional selling Holders), which documents will be subject to the review of
such counsel and underwriter(s), if any, for a period of at least two Business
Days but no more than 5 Business Days (in the case of the Shelf Registration
Statement and Prospectus) and no more than two Business Days (in the case of
any such amendment or supplement thereto), and the Issuer will not file the
Shelf Registration Statement or Prospectus or any amendment or supplement to
the Shelf Registration Statement or Prospectus (other than documents
incorporated by reference after the initial filing of the Shelf Registration
Statement or any amendments or supplements the sole purpose of which is to name
additional selling Holders) to which such counsel or the underwriter(s), if
any, shall reasonably object prior to the filing thereof; provided, however,
that such objection is provided in writing and specifies in reasonable detail
the reason for such objection.


(v)           If requested by any
selling Holders or the underwriter(s), if any, promptly incorporate in the
Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein,
including, without limitation: (1) information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, (2) information with
respect to the principal amount of the Notes or number of shares of Common
Stock being sold to such underwriter(s), (3) the purchase price being paid
therefor and (4) any other terms of the offering of the Transfer Restricted
Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as reasonably
practicable after the Issuer is notified of the matters to be incorporated in
such Prospectus supplement or post-effective amendment.



 9















(vi)          Furnish to each selling Holder and
each underwriter, if any, upon their written request, without charge, one copy
of the Shelf Registration Statement, as first filed with the Commission, and of
each amendment thereto (and any documents incorporated by reference therein or
exhibits thereto (or exhibits incorporated in such exhibits by reference) as
such Person may request).


(vii)         Deliver to each selling Holder and each
of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; subject to any notice by the Issuer in
accordance with this Section 4(b) of the existence of any fact or event of the
kind described in Section 4(b)(iii)(D), the Issuer hereby consents to the use
(in accordance with applicable law) of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto.


(viii)        The Issuer shall:


(A)          upon request, furnish to each selling
Holder and each underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in
primary underwritten offerings for selling security holders, upon the date of
closing of any sale of Transfer Restricted Securities in an Underwritten
Registration:


(1)           a
certificate, dated the date of such closing, signed by the Chief Financial
Officer or the Chief Executive Officer of the Issuer covering such matters as
are customarily covered in closing certificates delivered to underwriters in
connection with underwritten offerings of securities;


(2)           an opinion, dated the date of such
closing, of counsel to the Issuer covering such of the matters as are
customarily covered in legal opinions to underwriters in connection with
underwritten offerings of securities; and


(3)           a
customary comfort letter, dated the date of such closing, from the independent
public registered accounting firm of the Issuer (and from any other independent
public registered accounting firm whose report is contained or incorporated by
reference in the Shelf Registration Statement) in the customary form and
covering matters of the type customarily covered in comfort letters to
underwriters in connection with underwritten offerings of securities;


(B)           set forth in full in the underwriting
agreement, if any, indemnification provisions and procedures which provide
rights no less protective



 10
 









than those set
forth in Section 6 hereof with respect to all parties to be indemnified; and


(C)           deliver such other documents and
certificates as may be reasonably requested by such parties to evidence
compliance with clause (A) above and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the selling
Holders pursuant to this clause (ix).


(ix)           Before any public offering of Transfer
Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or
Blue Sky laws of such jurisdictions in the United States as the selling Holders
or underwriter(s), if any, may reasonably request and do any and all other acts
or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that the Issuer shall not be
required (A) to register or qualify as a foreign corporation or a dealer of
securities where it is not now so qualified or to take any action that would
subject it to the service of process in any jurisdiction where it is not now so
subject or (B) to subject itself to taxation in any such jurisdiction if it is
not now so subject.


(x)            Unless recorded in book-entry form,
cooperate with the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends (unless required by applicable securities laws); and enable such Transfer
Restricted Securities to be in such denominations and registered in such names
as the Holders or the underwriter(s), if any, may request at least two Business
Days before any sale of Transfer Restricted Securities made by such
underwriter(s); provided however, such selling Holders and the underwriter(s),
if any, provide the Issuer with a certificate containing representations,
warranties and covenants that are reasonable and customary in connection with
such transactions.


(xi)           Use its reasonable efforts to cause
the Transfer Restricted Securities covered by the Shelf Registration Statement
to be registered with or approved by such other U.S. governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities.


(xii)          Subject to Section 4(b)(i) hereof, if
any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or
have occurred, use its reasonable efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other reasonably
required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state



 11
 









any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.


(xiii)         Provide CUSIP numbers for all Transfer
Restricted Securities not later than the effective date of the Shelf
Registration Statement and provide the Trustee under the Indenture with
certificates for the Notes that are in a form eligible for deposit with The
Depository Trust Company.


(xiv)        Cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter that is required to be retained in accordance
with the rules and regulations of the NASD.


(xv)         Otherwise use its reasonable efforts to
comply with all applicable rules and regulations of the Commission and all
reporting requirements under the Exchange Act.


(xvi)        Cause the Indenture to be qualified under
the TIA not later than the effective date of the Shelf Registration Statement
required by this Agreement, and, in connection therewith, cooperate with the
Trustee and the holders of the Notes to effect such changes to the Indenture as
may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use its commercially reasonable efforts to
cause the Trustee thereunder to execute all documents that may be required by
Trustee to effect such changes and all other forms and documents required to be
filed with the Commission to enable such Indenture to be so qualified in a
timely manner.


(xvii)       Cause all Transfer Restricted Securities
covered by the Shelf Registration Statement to be listed or quoted, as the case
may be, on each securities exchange or automated quotation system on which
similar securities issued by the Issuer are then listed or quoted.


(xviii)      Provide to each Holder upon written
request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act after the effective date of the
Shelf Registration Statement.


(xix)         If requested in writing in connection
with a disposition of Transfer Restricted Securities pursuant to a Registration
Statement, make reasonably available for inspection during normal business
hours on reasonable notice by a representative for the Holders of such Transfer
Restricted Securities, any underwriter participating in any distribution
pursuant to the Shelf Registration Statement, any Broker-Dealers, and any
attorneys and accountants retained by such Holders or by any underwriter, all
relevant financial and other records and pertinent corporate documents and
properties of the Issuer and its subsidiaries reasonably requested by such
representative for the Holders, any such underwriter, any such Broker-Dealers,
or any attorneys or accountants retained by the Holders or such underwriter,
and cause the appropriate officers, directors and 



 12
 









employees of the Issuer and its subsidiaries to
make reasonably available for inspection during normal business hours on
reasonable notice all relevant information reasonably requested by such
representative for the Holders, any such underwriter, any such Broker-Dealers,
or any attorneys or accountants retained by the Holders or such underwriter in
connection with such disposition, in each case as is customary for similar “due
diligence” examinations; provided, however, that such persons shall first agree
in writing with the Issuer that any information that is reasonably and in good
faith designated by the Issuer in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons and
shall be used solely for the purposes of exercising rights under this Agreement,
unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law (including
any disclosure requirements pursuant to federal securities laws in connection
with the filing of any Shelf Registration Statement or the use of any
Prospectus referred to in this Agreement), (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by any such person or (iv) such information becomes
available to any such person from a source other than the Issuer and such
source is not bound by a confidentiality agreement, and provided, that the
foregoing inspection and information gathering shall, to the greatest extent
possible, be coordinated on behalf of all the Holders and the other parties
entitled thereto by the counsel referred to in Section 5 and provided further,
that the Issuer shall not be required to disclose any information subject to
the attorney-client or attorney work product privilege if and to the extent
such disclosure would constitute a waiver of such privilege.


(xx)          Use reasonable efforts to comply with
all applicable rules and regulations of the SEC.


(xxi)          Make generally available to its
securityholders earning statements (which need not be audited) satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 40 days
after the end of any 3-month period (or 75 days after the end of any 12-month
period if such period is a fiscal year) commencing on the first day of the
first fiscal quarter of the Issuer commencing after the effective date of a
Registration Statement, which statements shall cover said periods; provided,
however, that such requirement shall be deemed satisfied if the Issuer timely
files its periodic reports on Form 10-Q and Form 10-K (as applicable) pursuant
to Section 13 or 15(d) of the Exchange Act.


(c)           Each Holder agrees
by acquisition of a Transfer Restricted Security that, upon receipt of any
notice (a “Suspension Notice”)
from the Issuer of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will, and will use its reasonable efforts to
cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until:



 13
 









(i)            such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 4(b)(xii)
hereof; or


(ii)           such Holder is advised in writing by
the Issuer that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus.


The Company need not specify the nature of the event
giving rise to the suspension of the effectiveness of the Shelf Registration
Statement in the Suspension Notice.  If
so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of
suspension.


5.             Registration Expenses.


(a)           All
expenses incident to the performance of or compliance with this Agreement by
the Issuer shall be borne by the Issuer regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:


(i)            all registration and filing fees and
expenses (including filings made by the Initial Purchaser or any Holders with
the NASD);


(ii)           all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws;


(iii)          all expenses of printing (including
printing of Prospectuses and certificates for the Common Stock to be issued
upon conversion of the Notes) and the expenses of the Issuer for messenger and
delivery services and telephone;


(iv)          all fees and disbursements of counsel
to the Issuer and, subject to Section 5(b) below, the Holders of Transfer
Restricted Securities;


(v)           all application and filing fees in
connection with listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and


(vi)          all fees and disbursements of the
independent registered certified public accounting firm of the Issuer
(including the expenses of any special audit and comfort letters required by or
incident to such performance).


The Issuer shall bear its internal expenses
(including, without limitation, all salaries and expenses of their officers and
employees performing legal, accounting or other duties), the expenses of any
annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuer.


(b)           In connection with
the Shelf Registration Statement required by this Agreement, including any
amendment or supplement thereto, and any other documents delivered to any Holders,
the Issuer shall reimburse the Initial Purchaser and the Holders of Transfer



 14
 









Restricted
Securities being registered pursuant to the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel as may be chosen by a Majority of Holders for whose benefit the Shelf
Registration Statement is being prepared, not to exceed an aggregate of
$20,000.  The Issuer shall not be
required to pay any underwriting discount, commission or similar fee related to
the sale of any securities.


6.             Indemnification and
Contribution.


(a)           The Issuer shall
indemnify and hold harmless each Holder, such Holder’s officers, directors,
partners and employees and each person, if any, who controls such Holder within
the meaning of the Securities Act (each, an “Indemnified Holder”), from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the Shelf Registration
Statement or Prospectus or any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse
each Indemnified Holder promptly upon demand for any legal or other expenses
reasonably incurred by such Indemnified Holder in connection with investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Issuer shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Shelf Registration Statement or Prospectus or amendment or supplement
thereto in reliance upon and in conformity with written information furnished
to the Issuer by or on behalf of such Holder; provided, further, that the
Issuer shall not be liable for any loss, liability, claim, damage or expense to
the extent that it arises from a sale of Transfer Restricted Securities occurring
during a Suspension Period, provided that Issuer shall have provided such
Holder a Suspension Notice with respect to such Suspension Period prior to such
sale.


(b)           Each Holder,
severally and not jointly, shall indemnify and hold harmless the Issuer, their
officers, directors and employees and each person, if any, who controls the
Issuer within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Issuer or any such officer, director, employee or controlling
person may become subject, insofar as any such loss, claim, damage or liability
or action arises out of, or is based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the Shelf Registration
Statement or Prospectus or any amendment or supplement thereto or (ii) the
omission or the alleged omission to state therein any material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Issuer by or on behalf of such Holder (or
its related Indemnified Holder) specifically for use therein, and shall
reimburse the Issuer and any such officer, director, employee or controlling
person promptly upon demand for any legal or other expenses 



 15
 









reasonably
incurred by the Issuer or any such officer, director, employee or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred.  The foregoing indemnity
agreement is in addition to any liability that any Holder may otherwise have to
the Issuer and any such officer, employee or controlling person.


(c)           Promptly after
receipt by an indemnified party under this Section 6 of notice of any claim or
the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under this Section
6, notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6.  If any such claim or action shall be brought against
an indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party,
to assume the defense thereof with counsel satisfactory to the indemnified
party.  After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that a
Majority of Holders shall have the right to employ a single counsel to represent
jointly a Majority of Holders and their respective officers, directors,
partners, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by a
Majority of Holders against the Issuer under this Section 6, if a Majority of
Holders seeking indemnification shall have been advised in good faith by legal
counsel that there may be one or more legal defenses available to them and
their respective officers, employees and controlling persons that are different
from or additional to those available to the Issuer and its officers,
directors, employees and controlling persons, the fees and expenses of a single
separate counsel shall be paid by the Issuer. 
No indemnifying party shall:


(i)            without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld)
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or


(ii)           be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against
any loss or liability by reason of such settlement or judgment.



 16
 









(d)           If the
indemnification provided for in this Section 6 shall for any reason be
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in
respect thereof) referred to therein, each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability
(or action in respect thereof):


(i)            in such proportion as is appropriate
to reflect the relative benefits received by the Issuer from the offering and
sale of the Transfer Restricted Securities on the one hand and a Holder with
respect to the sale by such Holder of the Transfer Restricted Securities on the
other, or


(ii)           if the allocation provided by clause
(6)(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
6(d)(i) but also the relative fault of the Issuer on the one hand and the
Holders on the other in connection with the statements or omissions or alleged
statements or alleged omissions that resulted in such loss, claim, damage or
liability (or action in respect thereof), as well as any other relevant
equitable considerations.


The relative benefits received by the Issuer on the
one hand and a Holder on the other with respect to such offering and such sale
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Notes purchased under the Purchase Agreement (net of discounts
and commissions but before deducting expenses) received by the Issuer on the
one hand, bear to the total proceeds received by such Holder with respect to
its sale of Transfer Restricted Securities on the other.  The relative fault of the parties shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer on the one hand or the Holders on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The Issuer and each Holder
agree that it would not be just and equitable if the amount of contribution
pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to in the
first sentence of this paragraph (d). 
The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 6 shall be deemed to include, for purposes of this
Section 6, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending or preparing to defend any
such action or claim.  Notwithstanding
the provisions of this Section 6, no Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the Transfer
Restricted Securities purchased by it were resold exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
Holders’ obligations to contribute as provided in this Section 6(d) are several
and not joint.



 17
 









(e)           The
indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of any Holder or
any person controlling any Holder, or the Issuer, or the Issuer’s officers or
directors or any person controlling the Issuer and (iii) the sale of any
Transfer Restricted Securities by any Holder.


7.             Rule
144A. 
In the event the Issuer is not subject to Section 13 or 15(d) of the
Exchange Act, the Issuer hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.


8.             Participation
in Underwritten Registrations.  No Holder may
participate in any Underwritten Registration hereunder unless such Holder:


(i)            agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements; and


(ii)           fully completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such underwriting arrangements.


9.             Selection
of Underwriters.  The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering if approved by the
Issuer, as provided in Section 4(b)(ii). 
In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by a Majority of Holders whose Transfer Restricted Securities are
included in such offering; provided, that such investment bankers and managers
must be reasonably satisfactory to the Issuer.


10.          Miscellaneous.


(a)           Remedies.  The Issuer acknowledges and agrees that any
failure by the Issuer to comply with its obligations under Section 2 hereof may
result in material irreparable injury to the Initial Purchaser or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the obligations of the Issuer under Section 2
hereof.  The Issuer further agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


(b)           Adjustments Affecting Transfer
Restricted Securities. 
The Issuer shall not take any action with the primary purpose of
adversely affecting the ability of the Holders of the Transfer Restricted
Securities as a class to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.



 18
 









(c)           No Inconsistent Agreements.  The Issuer will not, on or after the date of
this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
In addition, the Issuer shall not grant to any of its security holders
(other than the Holders of Transfer Restricted Securities in such capacity) the
right to include any securities in the Shelf Registration Statement provided
for in this Agreement other than the Transfer Restricted Securities.  Except as disclosed or incorporated by
reference in the Offering Memorandum, the Issuer has not previously entered
into any agreement (which has not expired or been terminated) granting any registration
rights with respect to its securities to any Person which rights conflict with
the provisions hereof.


(d)           Amendments and Waivers.  Except as provided in the next paragraph,
this Agreement may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given, unless
the Issuer has obtained the written consent of a Majority of Holders or such
greater percentage of the Holders as required by the Indenture.


In the event of a merger
or consolidation or sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Issuer and its subsidiaries on a consolidated basis, the Issuer shall procure
the assumption of its obligations under this Agreement (which it is understood
and agreed shall include the registration of any other securities into which
the Notes or the Common Stock (the “New
Securities”) have become convertible on substantially the same terms
as provided for the registration of the Common Stock) by the Person (if other
than the Issuer) formed by such consolidation or into which the Issuer is
merged or the Person who acquires by sale, assignment, conveyance, transfer,
lease or other disposition all or substantially all of the properties and
assets of the Issuer and its subsidiaries on a consolidated basis and this
Agreement may be amended, modified or supplemented without the consent of any
Holders to provide for such assumption of the Issuer’s obligations hereunder
(including the registration of any New Securities).  Without the consent of each Holder of the
Notes, no amendment or modification may change the provisions relating to the
payment of Additional Interest during the pendency of a Registration Default.


Each Holder of Transfer
Restricted Securities outstanding at the time of any amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any amendment,
modification, supplement, waiver or consent effected pursuant to this Section
10(d), whether or not any notice, writing or marking indicating such amendment,
modification, supplement, waiver or consent appears on the Transfer Restricted
Securities or is delivered to such Holder.


(e)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested),
telex, facsimile transmission, or air courier guaranteeing overnight delivery:


(i)            if to a Holder, at the address set forth
on the records of the registrar under the Indenture or the transfer agent of
the Common Stock, as the case may be; and



 19
 









(ii)           if to the Issuer:


DexCom, Inc.


5555 Oberlin Drive


San Diego, CA 92121


Attention:  Chief
Executive Officer


Fax: (858) 200-0201


With a copy to:


Fenwick & West LLP 

801 California Street

Mountain View, CA 94041

Attention: Gordon Davidson

Fax: (415) 281-1350


All such notices and communications shall be deemed to
have been duly given: (i) at the time delivered by hand, if personally delivered;
(ii) 5 Business Days after being deposited in the mail, postage prepaid, if
mailed; (iii) when answered back, if telexed; (iv) when receipt acknowledged,
if transmitted by facsimile; and (v) on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.  In addition, (y) Issuer may provide notice to
any Holder by sending an electronic mail to the email address specified on such
Holder’s Questionnaire and (z) Issuer may satisfy its obligations to furnish,
deliver, supply or make available any document under this Agreement by filing
it on the Commission’s electronic data gathering and retrieval system (EDGAR).


(f)            Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
(i) this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms
of the Purchase Agreement or the Indenture. 
If any transferee of any Holder shall acquire Transfer Restricted
Securities, in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement.


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



 20
 









(h)           Notes Held by the Issuer or Its
Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its “affiliates” (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


(i)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(j)            Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.


(k)           Severability.  If  any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.


(l)            Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Issuer with respect to the Transfer Restricted
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


(m)          Termination.  This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness
Period, except for any liabilities or obligations under Sections 5 or 6 hereof
and the obligations to make payments of and provide for Additional Interest
under Section 3 hereof to the extent such Additional Interest accrues prior to
the end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.


[Signature
page follows]



 21














IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


 


	
  

  	
  DEXCOM, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew P. Rasdal

  	
   

  
	
   

  	
   

  	
  Name:  Andrew P. Rasdal

  	
   

  
	
   

  	
   

  	
  Title:    President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PIPER JAFFRAY & CO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  PIPER JAFFRAY & CO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Piper Jaffray
  & Co.

  	
   

  
	
   

  	
   

  	
  Authorized Representative