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”.
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 AGREEMENTLoan Agreement • January 24th, 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:
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • January 24th, 2022 • Fluidigm Corp • Laboratory analytical instruments • California
This Transition Agreement and Release (“Transition Agreement”) is made by and between Chris Linthwaite (“Executive”) and Fluidigm Corporation (the “Company”) (collectively, Executive and the Company referred to as the “Parties” or individually referred to as a “Party”).
SERIES B-2 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and between FLUIDIGM CORPORATION, VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB- MASTER LP and VIKING GLOBAL OPPORTUNITIES DRAWDOWN (AGGREGATOR) LP Dated as of January 23, 2022Series B-2 Convertible Preferred Stock Purchase Agreement • January 24th, 2022 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This SERIES B-2 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2022 by and between Fluidigm Corporation, a Delaware corporation (the “Company”), Viking Global Opportunities Illiquid Investments Sub-Master LP, a Cayman Islands exempted limited partnership (“VGO Illiquid Investments”) and Viking Global Opportunities Drawdown (Aggregator) LP, a Cayman Islands exempted limited partnership (“VGO Drawdown” and, together with VGO Illiquid Investments, “Purchaser”). Purchaser and the Company are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
SERIES B-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and between FLUIDIGM CORPORATION, CASDIN PRIVATE GROWTH EQUITY FUND II, L.P. and CASDIN PARTNERS MASTER FUND, L.P. Dated as of January 23, 2022Series B-1 Convertible Preferred Stock Purchase Agreement • January 24th, 2022 • Fluidigm Corp • Laboratory analytical instruments • Delaware
This SERIES B-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2022 by and between Fluidigm Corporation, a Delaware corporation (the “Company”), Casdin Private Growth Equity Fund II, L.P., a Delaware limited partnership (“Casdin PGEF II”) and Casdin Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (“Casdin PMF” and, together with Casdin PGEF II, “Purchaser”). Purchaser and the Company are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
