Common use of PRICES AND TERMS Clause in Contracts

PRICES AND TERMS. 6.1 The Prices for the Products will be as set out on Schedule 1. Such Prices may be increased from time to time by the Company provided it gives the Distributor not less than [*****] days prior written notice of such increases. 6.2 The Products will be supplied FOB Shipping Point freight prepaid. Distributor shall be responsible for all applicable sales taxes. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company may withhold shipments of the Products if the Distributor has not paid an invoice when due. 6.5 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipment. 6.6 The Distributor shall establish and maintain creditworthiness with the Company, which shall be established prior to the effective date of this Agreement in the sole judgment of the Company, based on the Company’s review of Distributor’s credit references.

PRICES AND TERMS. 6.1 The Prices for (a) DocSTAR shall set and Dealer shall purchase the Products will at the current published dealer price minus mutually agreed upon, in writing, applicable discounts at the time of placing order. All prices shall be “F.O.B. Schenectady, New York, USA” or other such distribution point as set out on Schedule 1. Such Prices DocSTAR may be increased designate from time to time time. Title and risk of loss shall pass to Dealer upon delivery of products to a shipper at Schenectady, New York or such other distribution point as DocSTAR may designate. Purchases of Products by Dealer thereunder may be made pursuant to DocSTAR’s standard purchase order form received and accepted by DocSTAR at its home office in Schenectady, New York. All orders are subject to approval and acceptance by DocSTAR. DocSTAR reserves the Company provided it gives the Distributor not less than [*****] days prior written notice right to accept, reject or revoke acceptance of such increases. 6.2 orders and to allocate its inventory of Products in its sole and absolute discretion. The Products will be supplied FOB Shipping Point freight prepaid. Distributor terms and conditions of this Agreement shall be responsible deemed to be incorporated by reference into DocSTAR’s standard purchase order form and shall be applicable to all sales of Products to Dealer. All Products shall be scheduled for all applicable sales taxes. 6.3 The Distributor shall inspect all Products upon delivery in accordance with DocSTAR’s then current and must notify the Company of any missingnormal deliver lead times. Shipment on delivery dates, damaged or defective Products within [*****] days of deliveryeven if contained in DocSTAR’s order acknowledgement, is approximate and not binding. The Company DocSTAR shall not be liable to Dealer or any other party by reason of DocSTAR’s failure to make delivery of Products against any accepted order on account, in whole or in part, of acts of God, war, governmental action or order, difficulty in procuring materials, labor or transportation, utility shortage or other causes beyond the Distributor reasonable control of DocSTAR. Any partial shipment by DocSTAR to Dealer that is less than ordered shall not be considered a breach of this Agreement of purchase order. (b) Dealer shall pay DocSTAR for Products as invoiced by DocSTAR in accordance with DocSTAR’s current payment policy provided by written notice to Dealer without offset, counterclaim or deduction of any kind. Dealer agrees to comply with DocSTAR’s published payment policies. In the case of any inconsistency between Dealer’s purchase order document and this Agreement, this Agreement shall control. If the terms of sale and payment for any such damagedorder are not fulfilled, missing DocSTAR may decline to make further deliveries except upon receipt of cash or defective Products not reported within such [*****] day periodsatisfactory security, or as agreed upon in writing between the parties. In Notwithstanding any eventcontinued shipment, DocSTAR reserves all rights to recovery of outstanding liabilities. (c) Dealer hereby grants DocSTAR a continuing purchase money security interest in the Company’s liability following products: All DocSTAR Equipment, Field Replacement Units, Dealer Equipment, Parts, Accessories, and the Proceeds thereof. The security interest hereby granted is to secure the payment for said products by Dealer to DocSTAR. DocSTAR shall have all the rights and remedies of a secured party under the Uniform Commercial Code, and Dealer has simultaneously, this day, executed financing statements, evidencing said security interest, in respect of any Product a form satisfactory for filing with the proper agencies and/or state authorities. To the extent permissible under law, Dealer hereby agrees that the law governing this secured transaction shall be limited at the Company’s option to replacement that of the Product State of New York in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after force at the date of such invoicethis Agreement. Dealer further agrees that any proceeds resulting from the disposition of the said products shall be identified separate and distinct from other property and will be promptly paid to DocSTAR. (d) If the Distributor Dealer fails to pay any amounts when due and payable, DocSTAR may charge, and the Dealer shall pay as a late payment charge, interest on such unpaid sums from its due date to the date of payment at a rate equal to 18% per annum or procure payment the maximum contract rate permitted by applicable law, whichever is lower. In addition, Dealer is responsible for and will pay applicable collection fees as incurred by DocSTAR to collect overdue amounts, including reasonable attorney’s fees. (e) DocSTAR shall use its best efforts to give Dealer thirty (30) days prior notice of any price change. All price changes shall be in writing and delivered in accordance with this Agreement. (f) The parties agree that DocSTAR may, in its sole discretion, modify the specifications of Products subject to this Agreement, without notice and without obligation to make the same or any similar change upon any Products previously purchased by or shipped to Dealer. The parties hereto further agree that DocSTAR may, in its sole discretion, discontinue supplying any of the full amount when due, and without Products. DocSTAR shall promptly notify Dealer in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection writing of any amount due and unpaid. Without prejudice to any discontinuances of its other rights, the Company may withhold shipments supply of the Products if the Distributor has not paid an invoice when duethereunder. 6.5 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipment. 6.6 The Distributor shall establish and maintain creditworthiness with the Company, which shall be established prior to the effective date of this Agreement in the sole judgment of the Company, based on the Company’s review of Distributor’s credit references.

PRICES AND TERMS. 6.1 7.1 The Prices for the Products will be as set out on Schedule 1. Such Prices may be increased from time to time by the Company DexCom in its sole and absolute discretion and with reasonable prior notice (provided it gives the Distributor not less than [*****] days prior written notice of that no such increasesamendment shall have retrospective effect (i.e. change previously submitted Orders). 6.2 7.2 The Products will be supplied FOB Shipping Point (freight prepaid) at which time risk of loss and title shall pass to the Distributor. Distributor DexCom shall be responsible select the method of shipment of and the carrier for all applicable sales taxesthe Products. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 7.3 All invoices submitted by DexCom, Inc. DexCom to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company DexCom interest at the greater of: (i) a rate of [*****]% ] per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the CompanyDexCom, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company DexCom may withhold shipments of the Products if the Distributor has not paid an invoice when due. 6.5 7.4 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority Governmental Authority unless appropriate tax exemption certificate or resale certificate is provided to the Company DexCom prior to shipment. 6.6 7.5 The Distributor agrees to comply with DexCom's standard ordering procedures as set forth in Schedule 2 and Schedule 4. 7.6 Distributor shall establish and maintain creditworthiness with the CompanyDexCom, which shall be established prior to the effective date of this Agreement in the sole judgment of the CompanyDexCom, based on the CompanyDexCom’s review of Distributor’s credit references. Distributor shall notify DexCom immediately of any and all events that have had or may have a material adverse effect on Distributor's business or financial condition, including any sale, lease or exchange of a material portion of Distributor's assets, or a change of control or ownership. If, at any time, DexCom determines in its sole but reasonable discretion that Distributor's financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to DexCom’s other rights under this Agreement, at law or in equity, DexCom may without liability or penalty, take any of the following actions: 7.6.1. reject any Order received from Distributor; [*****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. 7.6.2. cancel any previously accepted Orders; 7.6.3. delay any further shipment of Products to Distributor; 7.6.4. stop delivery of any Products in transit in the possession of a common carrier or bailee and cause the Products in transit to be returned to DexCom; or 7.6.5. accelerate the due date of all amounts owing by Distributor to DexCom.

PRICES AND TERMS. 6.1 7.1 The Prices for the Products will be as set out on Schedule 1. Such Prices may be increased from time to time by the Company DexCom in its sole and absolute discretion and with or without prior notice (provided it gives the Distributor not less than [*****] days prior written notice of that no such increasesamendment shall have retrospective effect (i.e. change previously submitted Orders). 6.2 7.2 The Products will be supplied FOB Shipping Point (freight prepaid) at which time risk of loss and title shall pass to the Distributor. Distributor DexCom shall be responsible select the method of shipment of and the carrier for all applicable sales taxesthe Products. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 7.3 All invoices submitted by DexCom, Inc. DexCom to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company DexCom interest at the greater of: (i) a rate of [*****]% ] per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the CompanyDexCom, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company DexCom may withhold shipments of the Products if the Distributor has not paid an invoice when due. 6.5 7.4 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority Governmental Authority unless appropriate tax exemption certificate or resale certificate is provided to the Company DexCom prior to shipment. 6.6 7.5 The Distributor agrees to comply with ▇▇▇▇▇▇’s standard ordering procedures as set forth in Schedule 2 and Schedule 4. 7.6 Distributor shall establish and maintain creditworthiness with the CompanyDexCom, which shall be established prior to the effective date of this Agreement in the sole judgment of the CompanyDexCom, based on the CompanyDexCom’s review of Distributor’s financial statements and credit references. Throughout the term, Distributor shall be in compliance with all loan covenants and other obligations to its lenders. Distributor shall notify DexCom immediately of any and all events that have had or may have a material adverse effect on Distributor’s business or financial condition, including any change in management, sale, lease or exchange of a material portion of Distributor’s assets, a change of control or ownership, or breach of any loan covenants or other material obligations of Distributor to its lenders. If, at any time, DexCom determines in its sole but reasonable discretion that Distributor’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to DexCom’s other rights under this Agreement, at law or in equity, DexCom may without liability or penalty, take any of the following actions: 7.6.1. on five (5) days prior notice, modify the payment terms specified in Section 7 for outstanding and future Orders, including requiring Distributor to pay cash in advance or cash on delivery; 7.6.2. reject any Order received from Distributor; 7.6.3. cancel any previously accepted Orders; 7.6.4. delay any further shipment of Products to Distributor; 7.6.5. stop delivery of any Products in transit in the possession of a common carrier or bailee and cause the Products in transit to be returned to DexCom; or 7.6.6. accelerate the due date of all amounts owing by Distributor to DexCom.

PRICES AND TERMS. 6.1 (a) The Prices for the Products will Mattresses for a period of ---------------- two years after the Effective Date shall be the current transaction prices between ▇▇▇▇▇▇ and Mattress Discounters, F.O.B. the applicable ▇▇▇▇▇▇ facility (freight prepaid), immediately before the Effective Date. After the initial two year period, the Prices for the Mattresses shall be no greater than the then current market prices and otherwise on then current market terms for mattresses of comparable specifications and quality with comparable service available to ▇▇▇▇▇▇ from time to time. ▇▇▇▇▇▇ and Mattress Discounters agree to make available to each other such information as set out on Schedule 1. Such Prices may reasonably be increased required from time to time to verify then current market prices and terms for mattress products of comparable specification and quality. The prices offered by the Company provided it gives the Distributor only one viable supplier to ▇▇▇▇▇▇ for mattresses of comparable specifications and quality with comparable service shall not less than [*****] days prior written notice constitute a market price. After receipt of such increases. 6.2 The an offer, ▇▇▇▇▇▇ may seek comparable offers from other viable suppliers. In the event ▇▇▇▇▇▇ receives a comparable offer from at least one other viable supplier (so that there are at least two viable suppliers) and the prices offered are on a weighted average basis [REDACTED] lower than the then current prices of Products will be supplied FOB Shipping Point freight prepaidon a net selling basis, then ▇▇▇▇▇▇ may notify Mattress Discounters and deliver a copy of such offer ("the Pricing Proposal"). Distributor Mattress Discounters shall be responsible have 60 days to review the Pricing Proposal. In the event Mattress Discounters does not agree to sell Products to ▇▇▇▇▇▇ at the same prices as in the Pricing Proposal within such 60-day period, ▇▇▇▇▇▇ may terminate this Agreement pursuant to Section 10. Mattress Discounters agrees that for all applicable sales taxes. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company term of any missing, damaged or defective Products within [*****] days of delivery. The Company this Agreement the Prices for Mattresses sold to ▇▇▇▇▇▇ shall not be liable higher than the prices charged to the Distributor any other wholesale Mattress Discounters customer for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without Mattresses in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due quantity in like specification and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company may withhold shipments of the Products if the Distributor has not paid an invoice when duequality. 6.5 The Distributor shall bear the cost of any (b) Any sales, excise use or other taxes similar tax imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided on goods shipped by Mattress Discounters shall be added to the Company prior Price to shipmentbe paid by ▇▇▇▇▇▇. Buyer and Mattress Discounters, jointly and severally, shall indemnify ▇▇▇▇▇▇ for any liabilities arising from Mattress Discounters' failure to remit such taxes to the taxing authority in accordance with law. 6.6 The Distributor (c) ▇▇▇▇▇▇ shall establish receive from Mattress Discounters a return allowance equal to [REDACTED] of the aggregate price of Allowance and maintain creditworthiness Rebate Mattresses purchased by ▇▇▇▇▇▇, which allowance shall be paid quarterly by netting such amount against invoices due in the first month following the end of each quarter (with the Company, which shall be established prior to first quarter ending on the effective last day of the third full month following the date of this Agreement and including the period between the date hereof and the last day of the month in which this Agreement becomes effective). ▇▇▇▇▇▇ shall receive from Mattress Discounters a rebate of [REDACTED] of the aggregate price of Allowance and Rebate Mattresses purchased by ▇▇▇▇▇▇, which rebate shall be paid quarterly by netting such amount against invoices due in the sole judgment first month following the end of each quarter (with the first quarter determined in the same manner as in the preceding sentence). ▇▇▇▇▇▇ shall receive from Mattress Discounters an annual amount of [REDACTED] in "spiff" money accrued at 1/12th of such amount per month, which amount shall be paid monthly by netting such amount against invoices due in the month following accrual. (d) ▇▇▇▇▇▇ shall receive from Mattress Discounters a rebate for each twelve-month period during the term of this Agreement equal to the percentage set forth below of the aggregate price of RoomStores Mattresses purchased by ▇▇▇▇▇▇ during such twelve-month period. Percentage RoomStore Mattresses ---------- -------------------- Purchased by ▇▇▇▇▇▇ ------------------- [REDACTED] The rebate shall be paid by netting such amount against invoices due after the end of the applicable twelve month period. (e) In the event ▇▇▇▇▇▇ does not purchase Mattresses subject to the License Agreement, dated as of September 22, 1998 (the "▇▇▇▇▇▇▇ License Agreement"), between ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Company, based on an Iowa corporation, and Mattress Discounters in a quantity sufficient for Mattress Discounters to meet the Company’s review minimum annual royalty payments set forth in Section 4 of Distributor’s credit referencesthe License Agreement, ▇▇▇▇▇▇ shall pay to Mattress Discounters the difference between such minimum annual royalty payment and the royalty payable by Mattress Discounters as a result of purchases by ▇▇▇▇▇▇. (f) The return policy in effect before the date hereof for Mattresses sold to the RoomStores Division shall continue during the term of this Agreement.

PRICES AND TERMS. 6.1 The Prices All prices quoted are F.O.B. point of shipment and Seller’s standard terms of net 30 days after shipment, subject to the approval of its credit department. On all invoices not paid by maturity date, Seller reserves the right to charge a service fee from the maturity date of said invoice at the maximum lawful interest rate permitted by law, or such lower rate as Seller, in its sole discretion may determine from the date first owed until paid in full. , Pro-rata payments shall become due as shipments are made. If Buyer delays shipment or delivery, seller reserves the right to bill upon the date of originally scheduled shipment date and payment shall become due based upon the date of which Seller is prepared to make shipment. Buyer shall be liable for the Products will be as set out on Schedule 1. Such Prices price of all products substantially conforming to the contract, not-withstanding that Buyer may be increased not have accepted, or may have revoked acceptance of same Seller may, at any time and from time to time, in its sole discretion, limit or cancel the credit of Buyer as to time by the Company provided it gives the Distributor not less than [*****] days prior written notice of such increases. 6.2 The Products will be supplied FOB Shipping Point freight prepaid. Distributor shall be responsible for all applicable sales taxes. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company amount and as a consequence, may demand payment in cash before shipment of any missing, damaged unfilled portion of this contract and failure of Buyer to make any such payment within 10 days after demand shall constitute an event of default under this contract. Approval of credit for one or defective Products within [*****] days of delivery. The Company more shipments or contracts shall not be liable deemed a waiver of the provisions of this paragraph. Buyer hereby represents to Seller that is now solvent and agrees that each acceptance of delivery of the products sold hereunder shall constitute reaffirmation of this representation at such time. For any overdue payments, buyer shall pay, in addition to the Distributor for overdue payment, any reasonable cost of recovery of the debt, reactivation fees, attorneys’ fees and court costs incurred in connection with collection. Furthermore, as associated with reoccurring service fees, Buyer is hereto notified that such damagedservices may be suspended or permanently terminated upon little or no notice in the event of invoices not being paid by maturity date. For clarity, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product all amounts payable are non-refundable and shall be limited at paid without deduction, setoff or counterclaim. TEMPORARY SUSPENSION: By providing forty-five (45) day written notice to Seller, Buyer reserves the Company’s option right to replacement request a one-time suspension of monthly services provided under this Agreement annually, per device. Suspension is permitted for a continuous period of up to 120 days. Seller will adjust the Product in question or repayment Service rate upon such devices, assessing only a monthly service fee of the Price for that Productfive ($5.00) USD per suspended device. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor This temporary suspension shall not be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) treated as a rate of [*****]% per month; or (ii) the highest rate legally permissible default on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection part of any amount due and unpaid. Without prejudice to any of its other rights, the Company may withhold shipments of the Products if the Distributor has not paid an invoice when due. 6.5 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipment. 6.6 The Distributor shall establish and maintain creditworthiness Buyer in compliance with the Company, which shall be established prior to the effective date conditions of this Agreement in the sole judgment of the Company, based on the Company’s review of Distributor’s credit referencesclause.

PRICES AND TERMS. 6.1 The Prices (a) STOKES shall pay the prices specified on Exhibit C attached her▇▇▇ ▇▇d incorporated herein for the Products will be manufactured and packaged by HFDC hereunder, which prices shall represent the cost of HFDC for manufacturing and labeling the Products as set out on Schedule 1. Such Prices may be increased from time to time by the Company provided it gives the Distributor not less than [*****] days prior written notice of such increases. 6.2 The Products will be supplied FOB Shipping Point freight prepaid. Distributor forth in Exhibit C and shall be responsible for all applicable sales taxes. 6.3 based initially on the historic cost of STOKES as set forth in Exhibit C to manufacture and package suc▇ ▇▇▇▇ucts, plus a fixed rate per case as margin The Distributor prices set forth in Exhibit C shall inspect all Products upon delivery be reviewed after the completion of the first full Contract Year, and must notify thereafter, shall be reviewed annually only to take into account any changes in the Company cost of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to items listed in Exhibit C. Notwithstanding the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any eventforegoing, the Company’s liability prices charged by HFDC to STOKES hereunder shall in respect of any Product shall be limited at no event exceed the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice lowest prices offered ▇▇ ▇▇▇C to any of its other rights, customers for comparable products. (b) HFDC shall invoice STOKES upon the Company may withhold shipments labeling of the Products and STOKES shall pay such i▇▇▇▇▇▇s to HFDC within thirty (30) days from ▇▇▇ ▇▇te of such invoices. For each Contract Year during the term of this Agreement, beginning on January 26, 2001, if STOKES does not purchase Products aggregating 585,053 12-pack (15 oz.) ▇▇▇ivalent cases during each Contract Year, STOKES shall pay HFDC, on or before the Distributor has not paid an invoice when duethirtieth (30th) day followi▇▇ ▇▇▇ end of such Contract Year, the amount set forth in Exhibit C as fixed manufacturing expense/fixed warehousing expenses (FME/FWE) multiplied by the difference between 585,053 12-pack (15 oz.) equivalent cases and the actual number of cases purchased by STOKES from HFDC during such Contract Year. 6.5 (c) No later than ▇▇▇ ▇st preceding the beginning of each Contract Year, STOKES shall specify to HFDC the estimated annual quantities by stoc▇ ▇▇▇▇ing unit ("SKU") required for brite and labeled products that HFDC will manufacture, process and package during such Contract Year. On or before August 1st, preceding each Contract Year, STOKES shall specify the actual quantities by SKU that HFDC will man▇▇▇▇▇▇re, process and package during such Contract Year (the "REQUIRED VOLUME"). The Distributor notices provided under this paragraph are for planning purposes only and are not binding on the parties and shall bear not effect the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipmentminimum volume requirements contained in paragraph 3(b) above. 6.6 The Distributor (d) STOKES shall prepare a Monthly Production Plan (the "PRODUCTION PLAN") ▇▇▇ting forth HFDC's total production requirements for a three-month period. Based on the Production Plan, HFDC and STOKES shall use their best efforts to prepare a proposed thirteen (▇▇) ▇▇ek production schedule. Based on this thirteen (13) week production schedule, STOKES and HFDC will use their best efforts to establish firm two (2) ▇▇▇▇ production schedules. (e) HFDC shall provide such written reports as are reasonably requested by STOKES, in a form reasonably acceptable to STOKES, on actual product▇▇▇ ▇▇d amounts and location of brite and f▇▇▇▇▇▇d product and packaging inventories on a monthly basis or as otherwise requested by STOKES. (f) HFDC shall maintain creditworthiness with the Companyand retain accurate records of ▇▇▇▇▇ction, which shipment, rejected Raw Materials and rejected Product, as well as other records required to be kept by applicable local, state or federal law or as may be reasonably requested by STOKES. Such records shall be established prior available to the effective date STOKES for copying and au▇▇▇ ▇▇rification at any time during HFDC's ▇▇▇▇▇▇r business hours and shall be retained by HFDC for STOKES' use for at least two (2) years after completion of productio▇. (g) HFDC shall cause John Steele to devote sufficient time to HFDC to properly run a▇▇ ▇▇▇▇▇▇ ▇he business of HFDC and perform all of HFDC obligations under this Agreement in and the sole judgment of the Company, based on the Company’s review of Distributor’s credit referencesOther Agreement.

PRICES AND TERMS. 6.1 The Prices All prices quoted are F.O.B. point of shipment and Seller’s standard terms of net 30 days after shipment, subject to the approval of its credit department. On all invoices not paid by maturity date, Seller reserves the right to charge a service fee from the maturity date of said invoice at the maximum lawful interest rate permitted by law, or such lower rate as Seller, in its sole discretion may determine from the date first owed until paid in full. , Pro-rata payments shall become due as shipments are made. If Buyer delays shipment or delivery, seller reserves the right to bill upon the date of originally scheduled shipment date and payment shall become due based upon the date of which Seller is prepared to make shipment. Buyer shall be liable for the Products will be as set out on Schedule 1. Such Prices price of all products substantially conforming to the contract, not-withstanding that Buyer may be increased not have accepted, or may have revoked acceptance of same Seller may, at any time and from time to time, in its sole discretion, limit or cancel the credit of Buyer as to time by the Company provided it gives the Distributor not less than [*****] days prior written notice of such increases. 6.2 The Products will be supplied FOB Shipping Point freight prepaid. Distributor shall be responsible for all applicable sales taxes. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company amount and as a consequence, may demand payment in cash before shipment of any missing, damaged unfilled portion of this contract and failure of Buyer to make any such payment within 10 days after demand shall constitute an event of default under this contract. Approval of credit for one or defective Products within [*****] days of delivery. The Company more shipments or contracts shall not be liable deemed a waiver of the provisions of this paragraph. Buyer hereby represents to Seller that is now solvent and agrees that each acceptance of delivery of the products sold hereunder shall constitute reaffirmation of this representation at such time. For any overdue payments, buyer shall pay, in addition to the Distributor for overdue payment, any reasonable cost of recovery of the debt, reactivation fees, attorneys’ fees and court costs incurred in connection with collection. Furthermore, as associated with reoccurring service fees, Buyer is hereto notified that such damagedservices may be suspended or permanently terminated upon little or no notice in the event of invoices not being paid by maturity date. For clarity, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product all amounts payable are non-refundable and shall be limited at the Company’s option to replacement of the Product in question paid without deduction, setoff or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company may withhold shipments of the Products if the Distributor has not paid an invoice when duecounterclaim. 6.5 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipment. 6.6 The Distributor shall establish and maintain creditworthiness with the Company, which shall be established prior to the effective date of this Agreement in the sole judgment of the Company, based on the Company’s review of Distributor’s credit references.

PRICES AND TERMS. 6.1 1.1 The Prices for the Products will be as set out on Schedule 1. Such Prices may be increased from time to time by the Company DexCom in its sole and absolute discretion and with reasonable prior notice (provided it gives the Distributor not less than [*****] days prior written notice of that no such increasesamendment shall have retrospective effect (i.e. change previously submitted Orders). 6.2 1.2 The Products will be supplied FOB Shipping Point (freight prepaid) at which time risk of loss and title shall pass to the Distributor. Distributor DexCom shall be responsible select the method of shipment of and the carrier for all applicable sales taxesthe Products. 6.3 The Distributor shall inspect all Products upon delivery and must notify the Company of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS 6.4 1.3 All invoices submitted by DexCom, Inc. DexCom to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company DexCom interest at the greater of: (i) a rate of [*****]% ] per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the CompanyDexCom, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company DexCom may withhold shipments of the Products if the Distributor has not paid an invoice when due. 6.5 1.4 The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority Governmental Authority unless appropriate tax exemption certificate or resale certificate is provided to the Company DexCom prior to shipment. 6.6 1.5 The Distributor agrees to comply with ▇▇▇▇▇▇’s standard ordering procedures as set forth in Schedule 2 and Schedule 4. 1.6 Distributor shall establish and maintain creditworthiness with the CompanyDexCom, which shall be established prior to the effective date of this Agreement in the sole judgment of the CompanyDexCom, based on the CompanyDexCom’s review of Distributor’s credit references. Distributor shall notify DexCom immediately of any and all events that have had or may have a material adverse effect on Distributor’s business or financial condition, including any sale, lease or exchange of a material portion of Distributor’s assets, or a change of control or ownership. If, at any time, DexCom determines in its sole but reasonable discretion that Distributor’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to DexCom’s other rights under this Agreement, at law or in equity, DexCom may without liability or penalty, take any of the following actions: 1.1.1 reject any Order received from Distributor; 1.1.2 cancel any previously accepted Orders; 1.1.3 delay any further shipment of Products to Distributor; 1.1.4 stop delivery of any Products in transit in the possession of a common carrier or bailee and cause the Products in transit to be returned to DexCom; or 1.1.5 accelerate the due date of all amounts owing by Distributor to DexCom.