FLUIDIGM CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 22, 2019 5.25% Convertible Senior Notes due 2024Indenture • November 22nd, 2019 • Fluidigm Corp • Laboratory analytical instruments • New York
INDENTURE dated as of November 22, 2019 between FLUIDIGM CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FLUIDIGM CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2011 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between Fluidigm Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
5,300,000 SHARES FLUIDIGM CORPORATION COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2008 • Fluidigm Corp • Laboratory analytical instruments • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 5th, 2020 • Fluidigm Corp • Laboratory analytical instruments • New York
STANDARD BIOTOOLS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2024 • Standard Biotools Inc. • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______, 2024 by and between Standard BioTools Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
LEASE AGREEMENTLease Agreement • January 7th, 2011 • Fluidigm Corp • Laboratory analytical instruments
THIS LEASE AGREEMENT (this “Lease”) is made as of this September 14, 2010 (the “Execution Date”), between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and FLUIDIGM CORPORATION, a Delaware corporation (“Tenant”).
WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of FLUIDIGM CORPORATION Dated as of August 25, 2009 Void after the date specified in Section 8Warrant Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Fluidigm Corporation, a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of August 25, 2009, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement.
Fluidigm Corporation $30.0 MILLION COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • August 3rd, 2017 • Fluidigm Corp • Laboratory analytical instruments • New York
Fluidigm Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
FLUIDIGM CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this
TAX BENEFIT PRESERVATION PLAN Dated as of November 21, 2016 by and between FLUIDIGM CORPORATION and COMPUTERSHARE INC., as Rights AgentTax Benefit Preservation Plan • November 22nd, 2016 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This TAX BENEFIT PRESERVATION PLAN (this “Plan”), dated as of November 21, 2016, is by and between FLUIDIGM CORPORATION, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.
Indenture FLUIDIGM CORPORATION, as ISSUER and U.S. BANK NATIONAL ASSOCIATION, as INDENTURE TRUSTEE INDENTURE Dated as of February 4, 2014Indenture • February 4th, 2014 • Fluidigm Corp • Laboratory analytical instruments • New York
Indenture dated as of February 4, 2014 between Fluidigm Corporation, a Delaware corporation (“Company”), and U.S. Bank National Association, as trustee (“Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among FLUIDIGM CORPORATION, CASDIN PRIVATE GROWTH EQUITY FUND II, L.P., CASDIN PARTNERS MASTER FUND, L.P., VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, and VIKING GLOBAL OPPORTUNITIES DRAWDOWN...Registration Rights Agreement • January 24th, 2022 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 23, 2022, by and among Fluidigm Corporation, a Delaware corporation (the “Company”), and the undersigned purchasers (together with their successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
UNDERWRITING AGREEMENT FOR EQUITY OFFERING 3,660,000 Shares Fluidigm Corporation Common Stock ($0.001 Par Value) August 16, 2012Underwriting Agreement • August 16th, 2012 • Fluidigm Corp • Laboratory analytical instruments • New York
Fluidigm Corporation, a Delaware corporation (the “Company”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 3,660,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 549,000 shares of Common Stock (the “Option Shares”) as set forth below.
SUMMARY OF BASIC LEASE INFORMATIONLease • May 7th, 2019 • Fluidigm Corp • Laboratory analytical instruments
This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
DVS SCIENCES, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 21st, 2014 • Fluidigm Corp • Laboratory analytical instruments • Delaware
THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made between Vladimir Baranov (the “Purchaser”) and DVS Sciences, Inc., a Delaware corporation (the “Company”), as of December 17, 2010 (the “Effective Date”).
FLUIDIGM CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2022 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 23, 2022 by and between Fluidigm Corporation, a Delaware corporation (the “Company”), and Michael Egholm (“Indemnitee”).
Loan and Security AgreementsLoan and Security Agreement • September 17th, 2008 • Fluidigm Corp • Laboratory analytical instruments • California
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:
FLUIDIGM CORPORATION EMPLOYMENT AND SEVERANCE AGREEMENTChange of Control Severance Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Fluidigm Corporation (the “Company”), effective as of [DATE] (the “Effective Date”).
MASTER CLOSING AGREEMENT By and Among FLUIDIGM CORPORATION, a California corporation, OCULUS PHARMACEUTICALS, INC., a Delaware corporation, and THE UAB RESEARCH FOUNDATION dated March 7, 2003Master Closing Agreement • August 13th, 2008 • Fluidigm Corp • Laboratory analytical instruments • Alabama
THIS MASTER CLOSING AGREEMENT is entered into as of March 7, 2003 by and among FLUIDIGM CORPORATION, a California corporation (“Fluidigm”), OCULUS PHARMACEUTICALS, INC., a Delaware corporation (“Oculus”), and THE UAB RESEARCH FOUNDATION (“UABRF”).
ContractPreferred Stock Purchase Warrant • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS.
LOAN AGREEMENTLoan Agreement • February 11th, 2022 • Fluidigm Corp • Laboratory analytical instruments • Delaware
THIS LOAN AGREEMENT (this “Agreement”) dated and effective as of January 23, 2022 (the “Effective Date”) between CASDIN PARTNERS MASTER FUND, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), CASDIN PRIVATE GROWTH EQUITY FUND II, L.P., a Delaware limited partnership (“PGE Fund” and together with Master Fund, each a “Lender” and collectively, the “Lenders”) and FLUIDIGM CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
FLUIDIGM CORPORATION and 454 LIFE SCIENCES, A ROCHE COMPANY CO-PROMOTION AGREEMENT Fluidigm Corporation 454 Life SciencesCo-Promotion Agreement • January 18th, 2011 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This Co-Promotion Agreement (the “Agreement”) is made this 20th day of May, 2010, by and between 454 LIFE SCIENCES CORPORATION, A ROCHE COMPANY (“454 Life Sciences”), a Delaware corporation , and Fluidigm Corporation (“Fluidigm”), both with their principal offices located at the addresses set forth above. 454 Life Sciences and Fluidigm are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
STANDARD BIOTOOLS INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [DATE] by and between Standard BioTools Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”). WHEREAS, the Company and...Indemnification Agreement • March 14th, 2023 • Standard Biotools Inc. • Laboratory analytical instruments • Delaware
Distribution AgreementDistribution Agreement • September 15th, 2008 • Fluidigm Corp • Laboratory analytical instruments • New York
This Agreement, effective as of April 1, 2005 (“Effective Date”), is made by and between Fluidigm Corporation, a corporation of the State of California, having an office at 7100 Shoreline Court, South San Francisco CA 94080, United States of America (“FC”), and Eppendorf AG, a German corporation, having its headquarter at Barkhausenweg 1, D-22339 Hamburg, Germany (“EAG”), each hereinafter referred to as the “Party” or collectively called the “Parties”.
ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENTEndorsement Split-Dollar Life Insurance Agreement • November 7th, 2017 • Fluidigm Corp • Laboratory analytical instruments • California
THIS ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this 9th day of September, 2017, by and between Fluidigm Corporation (the “Company”), a Delaware corporation, and Stephen Christopher Linthwaite (the “Executive”).
Loan and Security AgreementsLoan and Security Agreement • August 13th, 2008 • Fluidigm Corp • Laboratory analytical instruments • California
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:
FLUIDIGM CORPORATION EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • November 9th, 2016 • Fluidigm Corp • Laboratory analytical instruments • California
This Employment and Severance Agreement (the “Agreement”) is made and entered into by and between Chris Linthwaite (“Executive”) and Fluidigm Corporation (the “Company”), effective as of August 1, 2016 (the “Effective Date”).
SECOND AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”), effective May 1, 2000 (the “Effective Date”) with a second restatement date as of May 1, 2004 (the “Second Restatement Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY , 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”) and FLUIDIGM CORPORATION , 7100 Shoreline Court, South San Francisco, California 94080 (formerly Mycometrix Corporation) (“Licensee”).
LICENSE AGREEMENTLicense Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • Alabama
THIS LICENSE AGREEMENT (this “Agreement”) dated as of March 7, 2003 (the “Effective Date”), is entered into between The UAB Research Foundation, an Alabama not for profit organization (“UABRF”), having a place of business at 1120G Administration Building, 704 20th Street, Birmingham, Alabama 35294, and Fluidigm Corporation, a California corporation (“Fluidigm”), having a place of business at 7100 Shoreline Court, South San Francisco, California 94080.
EMPLOYEE LOAN AGREEMENTEmployee Loan Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California
THIS EMPLOYEE LOAN AGREEMENT (the “Agreement”) is entered into as of January 20, 2004, by and between Fluidigm Corporation, a California corporation (the “Lender”), and Gajus V. Worthington (“Borrower”).
CONFIDENTIAL TREATMENT REQUESTED BY FLUIDIGM CORPORATION LICENSE AGREEMENT by and between NOVARTIS VACCINES & DIAGNOSTICS, INC. and FLUIDIGM CORPORATION DATE: [ ]License Agreement • February 2nd, 2011 • Fluidigm Corp • Laboratory analytical instruments • California
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of , (the “Effective Date”), by and between NOVARTIS VACCINES AND DIAGNOSTICS, INC., a Delaware corporation, with offices at 4560 Horton Street, Emeryville, CA 94608 (“Novartis”), and FLUIDIGM CORPORATION, a Delaware corporation with offices at 7000 Shoreline Court, Suite 100, South San Francisco, CA 94080 (“Fluidigm”).
Appendix A Standard BioTools Inc. 2023 Change of Control and Severance Plan Participation AgreementChange of Control and Severance Plan Participation Agreement • August 8th, 2023 • Standard Biotools Inc. • Laboratory analytical instruments
Standard BioTools Inc. (the “Company”) is pleased to inform you that you have been selected to participate in the Company’s 2023 Change of Control and Severance Plan (the “Plan”) as a Participant.
SUBLICENSE AGREEMENTSublicense Agreement • September 15th, 2014 • Fluidigm Corp • Laboratory analytical instruments • Ontario
This SUBLICENSE AGREEMENT (the “Agreement”) is made and signed as of January 28, 2014 (the “Effective Date”) by and between DVS SCIENCES INC., a company incorporated under the laws of Ontario, with a principal place of business at 70 Peninsula Crescent, Richmond Hill, Ontario, Canada, L4S 1Z5 (“DVS”), on the one hand, and FLUIDIGM CORPORATION, a Delaware corporation with a principal place of business at 7000 Shoreline, Suite 100, South San Francisco, California 94080 (“Fluidigm”), on the other hand. DVS and Fluidigm are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PATENT LICENSE AGREEMENT 3950.LICI.001 Gyros ABPatent License Agreement • September 15th, 2008 • Fluidigm Corp • Laboratory analytical instruments • New York
This Agreement, effective as of January 9, 2003, is made by and between GYROS AB having its principal office at Uppsala Science Park, SE-751 83 Uppsala, Sweden, a corporation organized and existing under the laws of Sweden (hereinafter referred to as “Licensor”), and FLUIDIGM Corporation having its principal office at 7100 Shoreline Court, South San Francisco, CA 94080, a corporation organized and existing under the laws of the state of California, U.S.A (hereinafter referred to as the “Licensee”).
MASTER CLOSING AGREEMENT By and Among FLUIDIGM CORPORATION, a California corporation, OCULUS PHARMACEUTICALS, INC., a Delaware corporation, and THE UAB RESEARCH FOUNDATION dated March 7, 2003Master Closing Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • Alabama
THIS MASTER CLOSING AGREEMENT is entered into as of March 7, 2003 by and among FLUIDIGM CORPORATION, a California corporation ( “Fluidigm” ), OCULUS PHARMACEUTICALS, INC., a Delaware corporation ( “Oculus” ), and THE UAB RESEARCH FOUNDATION ( “UABRF” ).
