0001193125-10-273807 Sample Contracts

WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of FLUIDIGM CORPORATION Dated as of August 25, 2009 Void after the date specified in Section 8
Warrant 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.

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FLUIDIGM CORPORATION STOCK OPTION AGREEMENT
Stock 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

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FLUIDIGM CORPORATION EMPLOYMENT AND SEVERANCE AGREEMENT
Change 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”).

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Contract
Preferred 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.

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SECOND AMENDED AND RESTATED LICENSE AGREEMENT
License 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”).

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LICENSE AGREEMENT
License 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.

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EMPLOYEE LOAN AGREEMENT
Employee 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”).

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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, 2003
Master 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” ).

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FLUIDIGM CORPORATION NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 16, 2009
Investor Rights Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California

THIS NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 16, 2009 by and among Fluidigm Corporation, a Delaware corporation (the “Company”), the persons set forth on Exhibit A hereto (the “New Investors”), the persons set forth on the Schedule of Founders attached hereto as Exhibit B (the “Founders”), and the persons set forth on Exhibit C hereto (the “Prior Investors”). The Prior Investors and the New Investors are referred to herein collectively as the “Investors.”

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Contract
Preferred 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.

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HARVARD UNIVERSITY Office for Technology and Trademark Licensing
Letter Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments
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First Amendment To Co-Exclusive License Agreement Between PRESIDENT AND FELLOWS OF HARVARD COLLEGE And MYCOMETRIX CORPORATION (now Fluidigm Corporation) Re: Harvard Case #[***]
Co-Exclusive License Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

This is the first amendment to a co-exclusive license agreement effective October 15, 2000, by and between the President and Fellows of Harvard College, with offices at 1350 Massachusetts Avenue, Suite 727, Cambridge, MA 02138 (“Harvard”) and Mycometrix Corporation, a California Corporation, with offices at 213 East Grand Avenue, South San Francisco, CA 94080 (“Licensee”).

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NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

THIS NEGATIVE PLEDGE AGREEMENT is made as of March 29, 2005, by and between FLUIDIGM CORPORATION (“Borrower”) and LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”).

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FLUIDIGM CORPORATION STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California

This agreement is made this 10th day of April 2008, between Fluidigm Corporation, a Delaware corporation (the “Company”) and Gajus V. Worthington (the “Founder”).

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ADDENDUM TO SECOND AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

THIS ADDENDUM TO SECOND AMENDED AND RESTATED LICENSE AGREEMENT (this “Addendum”) dated as of March 29, 2007 (the “Addendum Date”), is entered into between CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), having an address at 1200 East California Boulevard, Pasadena, California 91125, and FLUIDIGM CORPORATION (“Licensee”), having a principal place of business at 7100 Shoreline Court, South San Francisco, California 94080, with respect to the following facts:

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FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT Initial Closing: November 16, 2009
Series E Preferred Stock Purchase Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT is made as of November 16, 2009, by and among Fluidigm Corporation, a Delaware corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”). The persons and entities listed thereon are hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser.”

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LOAN AND SECURITY AGREEMENTS
Loan and Security Agreement • December 3rd, 2010 • 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:

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FLUIDIGM CORPORATION
Stock Option Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California

Unless otherwise defined herein, the terms defined in the 1999 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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PATENT LICENSE AGREEMENT 3950.LICI.001 Gyros AB
Patent License Agreement • December 3rd, 2010 • 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”).

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COY-15-RISC/F269-1 S05/1-25730208 Ms Grace Yow General Manager Fluidigm Singapore Pte Ltd Block 1026, #07-3532 Tai Seng Avenue Singapore 534413 Dear Ms Grace Yow, APPLICATION FOR INCENTIVES UNDER THE RESEARCH INCENTIVE SCHEME FOR COMPANIES (RISC)
Research Incentive Scheme Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

This is with reference to your application of 15 June 2005 and subsequent revisions for incentives under the Research Incentive Scheme for Companies. This letter amends, restates and replaces our original letter agreement dated 7 October 2005 (the “Prior Letter”), provided that the Supplement to the Prior Letter dated 11 January 2006 (the “Supplement”) shall remain in full force and effect and all references in the Supplement to the Prior Letter or LOF shall be considered references to this amended and restated letter.

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FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT First Closing: June 13, 2006 Second Closing: December 22, 2006 Third Closing: March 30, 2007 Fourth Extended Closing: October 10, 2007 Fifth Extended Closing: October 26, 2007 Sixth...
Series E Preferred Stock Purchase Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments • California

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT is made as of June 13, 2006, by and among Fluidigm Corporation, a California corporation (the “ Company ” ), and the purchasers listed on the Schedule of Purchasers attached hereto as EXHIBIT A (the “ Schedule of Purchasers ”). The persons or entities listed thereon are hereinafter referred to collectively as the “ Purchasers ” and individually as a “ Purchaser .”

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AMENDMENT NO. 1 TO PATENT LICENSE AGREEMENT
Patent License Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

This Amendment No. 1 (the “Amendment”) to the parties’ January 9, 2003 Patent License Agreement is entered into as of the date of the latter signature below 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”).

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