Loan and Security. Agreements This Loan and Security Agreement No. 4561 (this “Agreement”) is entered into as of March 29, 2005, by and between Lighthouse Capital Partners V, L.P. (“Lender”) and Fluidigm Corporation, a California corporation (“Borrower” or sometimes referred to herein as “Debtor”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows: 1. Definitions and Construction 1.1
Loan and Security. Subject to the terms and conditions of this Master Agreement, Lender may agree, upon Borrower’s request, to make Loans (defined below) to Borrower from time to time, within Lender’s sole and absolute discretion, such agreement to be evidenced by one or more loan supplements (each a “Loan Supplement,” collectively the “Loan Supplements”), in the form provided by Lender each of which shall be considered a separate and enforceable agreement incorporating the terms and conditions of this Master Agreement. Each Loan Supplement and all documentation attached thereto or delivered pursuant thereto, together with the Master Agreement, as the same may from time to time be amended, supplemented or otherwise modified is hereinafter referred to as a “Loan Agreement”. “Loan” shall mean the amount of money that Lender lends Borrower, under a Loan Agreement, and shall be deemed made on the date on which Borrower shall have received Loan proceeds (“Loan Closing Date”). Each Loan shall be evidenced by one or more notes (each a “Note,” collectively the “Notes”) in the form provided by Lender. Borrower shall use the principal amount of any Loan only for the acquisition by Borrower of any software products (the “Licensed Software”), any hardware (“Hardware”) and the right to receive consulting or other services related thereto (the “Services”) (collectively the “Financed Product”), as set forth on the applicable Loan Supplement, from either Microsoft Corporation, a Washington corporation, or any of its affiliates (collectively, excluding Microsoft Capital Corporation (“MCC”), a Nevada corporation, “Microsoft”), a Microsoft authorized provider or other designated third party, as applicable (individually, a “Product Provider”). By executing and delivering a Loan Supplement and/or Note, Borrower authorizes Lender to pay the applicable Product Provider(s) the Principal Amount(s) set forth in any such Loan Supplement(s) and/or Note(s). To secure the prompt payment of all amounts due and payable under each Loan and the applicable Note(s), Borrower hereby grants to Lender, and each Assignee (defined below), if any, a first priority security interest in all of Borrower’s right, title and interest in and to, as applicable, the Licensed Software and the Hardware, as applicable, described in the applicable Loan Supplement, together with all attachments, replacements, substitutions and additions to such Licensed Software and Hardware, whenever acquired, the Proceeds (defined below) thereo...
Loan and Security
