exv4w2






Exhibit 4.2




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 Extended Closing: December 31, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	1.	 	Purchase and Sale of Preferred Stock	 	 	1	 
	 
	 	1.1	 	Authorization of the Shares	 	 	1	 
	 
	 	1.2	 	Purchase and Sale of the Shares	 	 	1	 
	 
	 	1.3	 	Closing Date	 	 	1	 
	 
	 	1.4	 	Delivery	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.	 	Representations and Warranties of the Company	 	 	2	 
	 
	 	2.1	 	Organization, Good Standing and Qualification	 	 	2	 
	 
	 	2.2	 	Corporate Power	 	 	2	 
	 
	 	2.3	 	Subsidiaries	 	 	2	 
	 
	 	2.4	 	Capitalization	 	 	2	 
	 
	 	2.5	 	Authorization	 	 	3	 
	 
	 	2.6	 	Valid Issuance of Preferred and Common Stock	 	 	3	 
	 
	 	2.7	 	Governmental Consents	 	 	4	 
	 
	 	2.8	 	Litigation	 	 	4	 
	 
	 	2.9	 	Employees	 	 	4	 
	 
	 	2.10	 	Patents and Other Intangible Assets	 	 	5	 
	 
	 	2.11	 	Compliance with Other Instruments	 	 	7	 
	 
	 	2.12	 	Permits	 	 	7	 
	 
	 	2.13	 	Environmental and Safety Laws	 	 	7	 
	 
	 	2.14	 	Title to Property and Assets	 	 	7	 
	 
	 	2.15	 	Agreements; Action	 	 	7	 
	 
	 	2.16	 	Financial Statements	 	 	8	 
	 
	 	2.17	 	Changes	 	 	9	 
	 
	 	2.18	 	Brokers or Finders	 	 	9	 
	 
	 	2.19	 	Qualified Small Business Stock	 	 	9	 
	 
	 	2.20	 	Employee Benefit Plans	 	 	10	 
	 
	 	2.21	 	Tax Matters	 	 	10	 
	 
	 	2.22	 	Insurance	 	 	10	 
	 
	 	2.23	 	Corporate Documents	 	 	10	 
	 
	 	2.24	 	Disclosure	 	 	10	 
	 
	 	2.25	 	Offering	 	 	11	 
	 
	 	2.26	 	Returns and Complaints	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	3.	 	Representations and Warranties of the Purchasers	 	 	11	 
	 
	 	3.1	 	Experience	 	 	11	 
	 
	 	3.2	 	Investment	 	 	11	 
	 
	 	3.3	 	Rule 144	 	 	11	 
	 
	 	3.4	 	Legends	 	 	12	 
	 
	 	3.5	 	No Public Market	 	 	12	 
	 
	 	3.6	 	Access to Data	 	 	12	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	3.7	 	Authorization	 	 	12	 
	 
	 	3.8	 	Accredited Investor	 	 	12	 
	 
	 	3.9	 	Public Solicitation	 	 	12	 
	 
	 	3.10	 	Tax Advisors	 	 	12	 
	 
	 	3.11	 	Purchaser Counsel	 	 	12	 
	 
	 	3.12	 	Brokers or Finders	 	 	13	 
	 
	 	3.13	 	Non-United States Persons	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	4.	 	Conditions of Purchaser’s Obligations at Closing	 	 	13	 
	 
	 	4.1	 	Representations and Warranties	 	 	13	 
	 
	 	4.2	 	Performance	 	 	13	 
	 
	 	4.3	 	Compliance Certificate	 	 	13	 
	 
	 	4.4	 	Blue Sky	 	 	13	 
	 
	 	4.5	 	Opinion of Company Counsel	 	 	13	 
	 
	 	4.6	 	Investor Rights Agreement	 	 	14	 
	 
	 	4.7	 	Restated Articles	 	 	14	 
	 
	 	4.8	 	Corporate Proceedings; Waivers and Consents	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	5.	 	Conditions of the Company’s Obligations at Closing	 	 	14	 
	 
	 	5.1	 	Representations and Warranties	 	 	14	 
	 
	 	5.2	 	Payment of Purchase Price	 	 	14	 
	 
	 	5.3	 	Blue Sky	 	 	14	 
	 
	 	5.4	 	Investor Rights Agreements	 	 	14	 
	 
	 	5.5	 	Restated Articles	 	 	14	 
	 
	 	5.6	 	Proceedings and Documents	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	6.	 	Miscellaneous	 	 	14	 
	 
	 	6.1	 	Governing Law; Jurisdiction	 	 	14	 
	 
	 	6.2	 	Indemnification	 	 	15	 
	 
	 	6.3	 	Survival	 	 	15	 
	 
	 	6.4	 	Successors and Assigns	 	 	15	 
	 
	 	6.5	 	Entire Agreement; Amendment	 	 	15	 
	 
	 	6.6	 	Notices, Etc	 	 	15	 
	 
	 	6.7	 	Delays or Omissions	 	 	16	 
	 
	 	6.8	 	California Corporate Securities Law	 	 	16	 
	 
	 	6.9	 	Finder’s Fee	 	 	16	 
	 
	 	6.10	 	Expenses	 	 	16	 
	 
	 	6.11	 	Waiver of Conflict	 	 	16	 
	 
	 	6.12	 	Severability	 	 	17	 
	 
	 	6.13	 	Counterparts; Facsimile	 	 	17	 
	 
	 	6.14	 	Titles and Subtitles	 	 	17	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	6.15	 	Exculpation Among Purchasers	 	 	17	 
	 
	 	6.16	 	Like Treatment of Holders	 	 	17	 
	 
	 	6.17	 	Jury Trial	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	EXHIBITS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Exhibit A	 	Schedule of Purchasers	 	 	 	 
	Exhibit B	 	Form of Amended and Restated Articles of Incorporation	 	 	 	 
	Exhibit C	 	Schedule of Exceptions	 	 	 	 
	Exhibit D	 	Form of Eighth Amended and Restated Investor Rights Agreement	 	 	 	 
	Exhibit E	 	Form of Legal Opinion	 	 	 	 






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SERIES E PREFERRED STOCK PURCHASE AGREEMENT




     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.”



     THE PARTIES HEREBY AGREE AS FOLLOWS:



     1. Purchase and Sale of Preferred Stock.



          1.1 Authorization of the Shares. The Company will on or before the Closing
(as defined below) authorize the sale and issuance pursuant to this Agreement of up
to 5,000,000 shares (the “Shares”) of its Series E Preferred Stock (the “Series E
Preferred”), having the rights, preferences and privileges as set forth in the
Amended and Restated Articles of Incorporation attached hereto as EXHIBIT B
(the “Restated Articles”).




          1.2 Purchase and Sale of the Shares. Subject to the terms and conditions
hereof and in reliance upon the representations, warranties and agreements contained
herein, the Company will issue and sell to each Purchaser, severally and not jointly,
and each Purchaser will purchase from the Company, severally and not jointly, at the
Closing, the number of Shares set forth opposite the Purchaser’s name on the Schedule
of Purchasers, at a purchase price of Four Dollars ($4.00) per Share. The Company
shall be entitled to sell any unpurchased Shares to any Purchaser or to a person who
is not a Purchaser and to amend the Schedule of Purchasers to include the information
relating to such sales, and such purchasers shall be considered “Purchasers” and
parties to this Agreement; provided that (i) such sales are made pursuant to this
Agreement or an agreement identical to this one except for the Closing Date and
exhibits, and (ii) such sales are completed within 120 days of the Initial Closing
(as defined below). The Company’s agreement with each Purchaser is a separate
agreement, and the sale of the Shares to each Purchaser is a separate sale.




          1.3 Closing Date. The first closing of the purchase and sale of the Shares
hereunder (the “Initial Closing”) shall be held at the offices of Wilson Sonsini
Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304 on June 13, 2006
(the “Closing Date”) or such other date as the Company and a majority-in-interest of
the Purchasers may agree. Subject to Section 1.2 above, subsequent closings under
this Agreement may be held from time to time after the Initial Closing at such time
and place as the Company and the relevant Purchasers agree (“Subsequent Closings”).
For the purposes of this Agreement, the term “Closing” and “Closing Date” unless
otherwise indicated, refers to the closing or date of closing
of the purchase and sale of the Shares with respect to a particular Purchaser or
group of Purchasers, whether such closing occurs at the Initial Closing or at a
Subsequent Closing.




          1.4 Delivery. At Closing, the Company shall deliver to each Purchaser a
certificate, in such denomination and registered in Purchaser’s name as set forth on
the Schedule of Purchasers, representing the number of Shares which Purchaser is
purchasing from the Company



 









 






against delivery to the Company of a check or wire
transfer payable to the order of the Company in the amount of the purchase price of
the Shares to be purchased by such Purchaser.




     2. Representations and Warranties of the Company. The Company hereby represents
and warrants to Purchaser that, except as set forth in the Schedule of Exceptions attached
hereto as EXHIBIT C (the “Schedule of Exceptions”), which has been delivered to each
Purchaser prior to Purchaser’s execution hereof, each of the representations, warranties and
statements contained in this Section 2 is true and correct as of the date of this Agreement and
will be true and correct on and as of the Closing Date. For all purposes of this Agreement,
the statements contained in the Schedule of Exceptions shall also be deemed to be
representations and warranties made and given by Company under this Agreement.



          2.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws of
the State of California and has all requisite corporate power and authority to carry
on its business as currently conducted. The Company is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure to so
qualify, individually or in the aggregate, would have a material adverse effect on
its business (as now conducted), properties, or financial condition.




          2.2 Corporate Power. The Company will have at the Closing all requisite
legal and corporate power and authority to (i) execute and deliver this Agreement;
(ii) sell and issue the Shares hereunder; (iii) issue the Common Stock issuable upon
conversion of the Shares (the “Conversion Shares”); and (iv) carry out and perform
its obligations under the terms of this Agreement.




          2.3 Subsidiaries. The Company does not presently own or control, directly or
indirectly, any interest in any other corporation, association, or other business
entity.




          2.4 Capitalization. The authorized capital stock of the Company consists, or
immediately prior to the Initial Closing will consist, of 77,857,144 shares of Common
Stock (“Common Stock”), of which 9,274,356 shares are issued and outstanding
immediately prior to the Initial Closing and 51,687,948 shares of Preferred Stock
(“Preferred Stock”), 2,727,273 of which are designated Series A Preferred Stock of
which 2,727,273 are outstanding immediately prior to the Initial Closing; 6,460,675
of which are designated Series B Preferred Stock of which 6,460,675 are outstanding
immediately prior to the Initial Closing; 17,000,000 of which are designated Series C
Preferred Stock, 16,364,832 of which are issued and outstanding immediately prior to
the Initial Closing; and 15,500,000 of which are designated Series D Preferred Stock,
11,714,048 of which are issued and outstanding immediately prior to the Initial
Closing; and 10,000,000 of which are designated Series E Preferred Stock, none of
which will be outstanding immediately prior to the Initial Closing. All such issued
and outstanding shares have been duly authorized and validly issued in compliance
with applicable laws, and are fully paid and nonassessable.




     The Company has reserved: (i) 5,000,000 shares of Series E Preferred for issuance hereunder
and 5,000,000 shares of Common Stock for issuance upon conversion of such shares of Series E
Preferred; (ii) 11,714,048 shares of Common Stock for issuance upon conversion of the outstanding



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shares of Series D Preferred; (iii) 916,335 shares of Series D Preferred for issuance upon exercise
of outstanding warrants and 916,335 shares of Common Stock for issuance upon conversion of such
Series D Preferred; (iv) 16,364,832 shares of Common Stock for issuance upon conversion of the
outstanding shares of Series C Preferred Stock; (v) 294,868 shares of Series C Preferred Stock for
issuance upon exercise of outstanding warrants and 294,868 shares of Common Stock for issuance upon
conversion of such Series C Preferred Stock; (vi) 6,460,675 shares of Common Stock for issuance
upon conversion of the outstanding Series B Preferred Stock; (vii) 2,727,273 shares of Common Stock
for issuance upon conversion of the outstanding Series A Preferred Stock; and (viii) an aggregate
of 10,800,000 shares of Common Stock for issuance to employees and consultants of the Company
pursuant to the Company’s 1999 Stock Option Plan, pursuant to which options to purchase 5,597,763
shares are granted and outstanding and 1,554,643 shares are available for future grant. Other than
with respect to the shares reserved for issuance in the preceding sentence, or as set forth in the
Ancillary Agreements (as defined below), there are no outstanding rights, options, warrants,
conversion rights, preemptive rights, rights of first refusal or similar rights for the purchase or
acquisition from the Company of any securities of the Company. There are no outstanding
obligations of the Company to repurchase or redeem any of its securities.



     Except as contemplated in the Investor Rights Agreement (as defined below), the Company has
not granted or agreed to grant any registration rights, including piggyback rights, to any person
or entity. Except as contemplated in the Second Amended and Restated Voting Agreement dated as of
August 16, 2005, the Company is not a party or subject to any agreement or understanding, and to
the Company’s knowledge, there is no agreement or understanding between any person or entities,
which relates to the voting or the giving of written consents with respect to any security of the
Company or by a director of the Company.



          2.5 Authorization. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, execution and
delivery of this Agreement, the Eighth Amended and Restated Investor Rights Agreement
in the form attached hereto as EXHIBIT D (the “Investor Rights Agreement”),
the performance of all obligations of the Company under this Agreement and the
Investor Rights Agreement (other than those registration obligations contained in
Section 1 of the Investor Rights Agreement), and any other agreements to which the
Company is a party, the execution and delivery of which is a contemplated hereby (the
“Ancillary
Agreements”) and the authorization, issuance (or reservation for issuance), sale and
delivery of the Shares and the Conversion Shares has been taken or will be taken
prior to the Closing. This Agreement and the Investor Rights Agreement constitute
valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, subject to: (i) judicial principles
limiting the availability of specific performance, injunctive relief, and other
equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect generally relating to or affecting creditors’
rights; and (iii) limitations on the enforceability of the indemnification provisions
of the Investor Rights Agreement.




          2.6 Valid Issuance of Preferred and Common Stock. The Shares that are being purchased by the Purchasers hereunder, when issued, sold and
delivered in accordance with the



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terms of this Agreement for the consideration expressed herein,
will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on
transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement
and under applicable state and federal securities laws. The Conversion Shares have been duly and
validly reserved for issuance, and, upon issuance in accordance with the terms of the Restated
Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of
restrictions on transfer other than restrictions on transfer under this Agreement and the Investor
Rights Agreement and under applicable state and federal securities laws. The Conversion Shares may
be issued without any registration or qualification under state and federal securities laws as such
laws are currently in effect.




          2.7 Governmental Consents. No consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of the Company is required in
connection with the offer, sale or issuance of the Shares or the Conversion Shares or
the consummation of any other transaction contemplated hereby, except for (a) the
filing of the Restated Articles with the Secretary of State of the State of
California prior to the Closing and (b) filings required pursuant to applicable
federal and state securities laws and blue sky laws, which filings, the Company
covenants to complete within the required statutory period.




          2.8 Litigation. There is no action, suit, proceeding or investigation
pending or, to the Company’s knowledge, currently threatened against the Company
before any court, administrative agency or other governmental body which questions
the validity of this Agreement or the Investor Rights Agreement or the right of the
Company to enter into any of them, or to consummate the transactions contemplated
hereby or thereby, or which could result, either individually or in the aggregate, in
any material adverse change in the condition (financial or otherwise), business,
property, assets or liabilities of the Company, nor is the Company aware that there
is any basis for the foregoing. The Company is not a party or subject to, and none
of its assets is bound
by, the provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality. There is no action, suit, proceeding or
investigation by or involving the Company currently pending or that the Company
intends to initiate.




          2.9 Employees. Each employee of the Company has executed a proprietary
information and invention assignment agreement substantially in the form or forms
made available to the Purchasers. To the Company’s knowledge, no officer or key
employee is in violation of any prior employee contract or proprietary information
agreement. No employees of the Company are represented by any labor union or covered
by any collective bargaining agreement. There is no pending or, to the Company’s
knowledge, threatened labor dispute involving the Company and any group of its
employees. The Company is not aware that any officer or key employee intends to
terminate his or her employment with the Company within the six months after Closing.
The Company does not have a present intention to terminate the employment of any
officer or key employee. Each officer and key employee is devoting 100% of his or
her business time to the conduct of the business of the Company. The Company is not
aware that any officer or key employee intends to work less than full time during the
six months after Closing. Subject to general



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principles related to wrongful
termination of employees, the employment of each officer and employee of the Company
is terminable at will.




          2.10 Patents and Other Intangible Assets.




               (a) The Company owns, or is licensed or otherwise has the legally enforceable right to use,
all copyrights, domain names, maskworks, applications for the issuance or registration of any of
the foregoing, trade secrets, confidential or proprietary know-how, data and information, ideas,
inventions, designs, developments, algorithms, processes, schematics, techniques, computer
programs, applications and other software, works of authorship, creative effort and, to the
Company’s knowledge after such investigation as the Company deemed reasonable, patents, patent
applications, trademarks (including service marks and design marks) and applications therefor,
tradenames (all of the foregoing generically, “Intellectual Property Rights”) utilized in, or
necessary for, its business as now conducted (collectively, the “Company Intellectual Property”)
without infringing upon the right of any person, corporation or other entity.



               (b) Section 2.10 of the Schedule of Exceptions lists (i) all patents and patent applications
and all registered and unregistered trademarks, trade names, copyrights and maskworks and
registered domain names included in the Company Intellectual Property, including the jurisdictions
in which each such intellectual property right has been issued or registered or in which any
application for such issuance or registration has been filed, (ii) all licenses, sublicenses,
collaborations and other agreements (or options for any of the foregoing) to which the Company is a
party and pursuant to which any person, corporation or other entity is authorized to use any of the
Company Intellectual Property, and (iii) all licenses, sublicenses, collaborations and other
agreements (or options for any of the foregoing) to which the Company is a party and pursuant
to which the Company is authorized to use any Intellectual Property Right of any third party (other
than standard licenses for commercially available software). Each of the agreements in (ii) and
(iii) above remain in full force and effect and, to the Company’s knowledge, no party to any such
agreement is in material breach or default under such agreement, and the Company is not aware of
any act or failure to act by a party which would constitute a material breach or default under any
such agreement, give rise to a right of the licensor to terminate any such agreement or otherwise
result in termination of, or suspension or loss of exclusive rights under, any such agreement.



               (c) To the Company’s knowledge, the Company has not infringed or misappropriated any
Intellectual Property Right of any other person, corporation or other entity. The Company has not
received any communication or otherwise received any information alleging any such conduct by the
Company or asserting a claim by any third party to the ownership of, or right to use, any of the
Company Intellectual Property, and the Company does not know of any basis for any such claim. The
Company is not aware of any action, suit, proceeding or investigation pending or currently
threatened against the Company (or any third party owner or licensor of rights to the Company of
any of the Company Intellectual Property) which would have a material impact on the Company’s
ownership of or exclusive or co-exclusive rights to use, the Company Intellectual Property.



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               (d) The Company is not aware that any of its employees is obligated under any agreement, or
subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with his or her ability to fully and freely perform their duties to the
Company or that would conflict with the Company’s business. To the Company’s knowledge, neither
the filing of the Restated Articles nor the execution and delivery of this Agreement or the
Investor Rights Agreement, nor the carrying on of the Company’s business by the employees of the
Company, will conflict with or result in a material breach of the terms, conditions, or provisions
of, or constitute a default under, any agreement under which any such employee is now obligated.
The Company does not utilize, and will not be required to utilize, any invention, development or
work of authorship of any of its employees (or persons it currently intends to hire) made prior to
their employment by the Company.



               (e) Except as described in Schedule 2.10, (i) the Company is not obligated, or under any
liability whatsoever to make any payments by way of royalties, fees or otherwise, to any owner or
licensor of, or other claimant to, any Company Intellectual Property, and (ii) the Company is not a
party to any agreement concerning the Company Intellectual Property or any other Intellectual
Property Right used or to be used by the Company in its business as conducted. No founder,
director, officer or employee of the Company, or, to the Company’s knowledge, no shareholder of the
Company has any interest in the Company Intellectual Property.



               (f) Except with respect to any rights granted under the agreements described in Schedule 2.10,
the Company owns exclusively all rights arising from or associated with the research and
development efforts of the Company, its founders, employees and independent contractors relating to
the Company’s business as now conducted, and all such rights form part of
the Company Intellectual Property. The Company has secured valid written assignments from all
employees and independent contractors who contributed to the creation or development of any of the
Company Intellectual Property of the rights to such contributions that the Company does not already
own by operation of law. The Company has not received notice of any claim being asserted by any
current or former employee, independent contractor or other third party to the ownership, of or
right to use, any of the Company Intellectual Property, or challenging or questioning the validity
of any of the Company Intellectual Property, and the Company is not aware of any basis for any such
claim.



               (g) The Company has taken reasonable steps to protect and preserve the confidentiality of all
material trade secrets included in Company Intellectual Property not otherwise protected by patents
or copyright (“Confidential Information”). All disclosure of Confidential Information to a third
party has been pursuant to the terms of a written confidentiality or non-disclosure agreement
between the Company and such third party.



               (h) The Company hereby represents and warrants that the data, written and oral reports and
other representations and information that the Company provided to its investors (or their counsel)
pertaining to the Company Intellectual Property, when taken as a whole, were truthful and, to the
Company’s knowledge, accurate in all material respects, and there was no omission therefrom which
made such information misleading, or incomplete in any material way.



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          2.11 Compliance with Other Instruments. The Company is not in violation or default of any provision of its Articles of
Incorporation or Bylaws, each as amended and in effect on and as of the Closing. The Company is
not in violation or default of any material provision of any instrument, mortgage, deed of trust,
loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by
which it or any of its properties or assets are bound or, to the best of its knowledge, of any
provision of any federal, state or local statute, rule or governmental regulation. The execution,
delivery and performance of and compliance with this Agreement and the Investor Rights Agreement,
and the issuance and sale of the Shares, will not result in any such violation, be in conflict with
or constitute, with or without the passage of time or giving of notice, a default under any such
provision, license, indenture, instrument, mortgage, deed of trust, loan, contract, commitment,
judgment, decree, order or obligation; or require any consent or waiver under any such provision,
license, indenture, instrument, mortgage, deed of trust, loan, contract, commitment, judgment,
decree, order or obligation (other than any consents or waivers that have been obtained); or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company pursuant to any such provision, license, indenture, instrument, mortgage,
deed of trust, loan, contract, commitment, judgment, decree, order or obligation.




          2.12 Permits. The Company has all franchises, permits, licenses, and any
similar authority necessary for the conduct of its business as now being conducted by
it. The Company is not in default in any material respect under any of such
franchises, permits, licenses, or other similar authority.




          2.13 Environmental and Safety Laws. To its knowledge, the Company is not in violation of any applicable statute, law, or regulation
relating to the environment or occupational health and safety, and to its knowledge, no material
expenditures by the Company are or will be required in order to comply with any such existing
statute, law, or regulation.




          2.14 Title to Property and Assets. The Company has good and marketable title
to all of its properties and assets free and clear of all pledges, mortgages, liens
security interests, charges and encumbrances, except liens for current taxes and
assessments not yet due and possible minor liens and encumbrances which do not, in
any case, individually or in the aggregate, materially detract from the value of the
property subject thereto or materially impair the ownership or use of said property
or assets, or the operations of the Company. With respect to the property and assets
it leases, the Company is in compliance with such leases and, to the best of its
knowledge, holds a valid leasehold interest free of all liens, claims or
encumbrances. The Company’s properties and assets are in good condition and repair
in all material respects.




          2.15 Agreements; Action.




               (a) Except for agreements contemplated by this Agreement, there are no agreements,
understandings or proposed transactions between the Company and any of its officers, directors,
affiliates, or any affiliate thereof other than standard option grants and stock purchase
agreements entered into prior to the date of this Agreement.



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               (b) There are no agreements, understandings, instruments, contracts, proposed transactions,
judgments, orders, writs or decrees to which the Company is a party or by which it is bound that
may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of,
$100,000, other than in the ordinary course of business, (ii) the license of any patent, copyright,
trade secret or other proprietary right to or from the Company other than standard commercial
software licenses, (iii) provisions restricting or adversely affecting the development, manufacture
or distribution of the Company’s products or services, or (iv) indemnification by the Company with
respect to infringements of proprietary rights other than indemnifications entered into in the
ordinary course of business.



               (c) For the purposes of subsection (b) above, all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the same person or
entity (including persons or entities the Company has reason to believe are affiliated therewith)
shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such
subsection.



               (d) The Company is not a party to and is not bound by any contract, agreement or instrument,
or subject to any restriction under its Restated Articles or its Bylaws that adversely affects its
business as now conducted, its properties or its financial condition.



               (e) The Company is not a guarantor or indemnitor of any indebtedness of any other person or
entity.



               (f) The Company has not engaged in the past three months in any discussion (i) with any
representative of any entity or entities regarding the merger of the Company with or into any such
entity or entities or any affiliate thereof, (ii) with any representative of any entity or any
individual regarding the sale, conveyance or disposition of all or substantially all of the assets
of the Company or a transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of
liquidation, dissolution or winding up of the Company.



          2.16 Financial Statements. The Company has made available to each Purchaser
its unaudited balance sheet dated as of December 31, 2005 and the unaudited statement
of operations for the fiscal year then ended, its unaudited balance sheet as of March
31, 2006, and its unaudited statement of operations and cash flow statement covering
the three month period then ended (collectively, the “Financial Statements”). The
Financial Statements are complete and correct in all material respects and have been
prepared in accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods indicated. The Financial Statements
accurately set out and describe the financial condition and operating results of the
Company as of the date, and during the periods, indicated therein. Except as set
forth in the Financial Statements, the Company has no material liabilities,
contingent or otherwise, other than (i) liabilities incurred in the ordinary course
of business subsequent to March 31, 2006 and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
generally accepted accounting principles to be reflected in the Financial Statements,
which, in both cases, individually or in the aggregate are not material to the
financial condition or operating results of the Company.




-8-









 





          2.17 Changes. Since March 31 2006:




          (a) the Company has not (i) declared or paid any dividends or authorized or made any
distribution upon or with respect to any class or series of its capital stock, (ii) incurred any
indebtedness for money borrowed or any other liabilities outside the ordinary course of its
business individually in excess of $100,000 or, in the case of indebtedness and/or liabilities
individually less than $100,000, in excess of $200,000 in the aggregate, (iii) made any loans or
advances to any person, other than ordinary advances for reimbursable businesses expenses,
(iv) sold, exchanged, assigned, transferred, licensed or otherwise disposed of any of its assets or
rights (including Company Intellectual Property), other than the sale of its inventory in the
ordinary course of business, (v) waived or compromised a valuable right or a material debt owed to
it, (vi) materially changed any compensation arrangement or agreement with any employee, officer,
director or shareholder, or (vii) arranged or committed to do any of the things described in this
subsection (a); and




          (b) there has not been (i) a loss of, or a material order cancellation by, any major customer
of the Company, (ii) any damage, destruction or loss, whether or not covered by insurance,
materially and adversely affecting the business, properties, or financial condition of the Company,
(iii) any change in the assets, liabilities, financial condition or operating results of the
Company from that reflected in the Financial Statements, except changes in the ordinary course of
business that have not been, in the aggregate, materially adverse, (iv) any resignation or
termination of any officer or key employee of the Company, and the Company is not aware of the
impending resignation or termination of employment of any such officer, or (v) to the best of the
Company’s knowledge, any other event or condition of any character that would materially and
adversely affect the business, properties, or financial condition of the Company.




          2.18 Brokers or Finders. The Company has not agreed to incur, directly or
indirectly, any liability for brokerage or finders’ fees, agents’ commissions or
other similar charges in connection with this Agreement or any of the transactions
contemplated hereby.




          2.19 Qualified Small Business Stock.




          (a) As of and immediately following the Closing, the Shares will meet each of the requirements
for qualification as “qualified small business stock” set forth in Section 1202(c) of the Internal
Revenue Code of 1986, as amended (the “Code”), including without limitation the following: (i) the
Company will be a domestic C corporation, (ii) the Company will not have made any purchases of its
own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Closing,
and (iii) the Company’s (and any predecessor’s) aggregate gross assets, as defined by Code Section
1202(d)(2), at no time from the date of incorporation of the Company and through the Closing have
exceeded or will exceed $50 million, taking into account the assets of any corporations required to
be aggregated with the Company in accordance with Code Section 1202(d)(3).




          (b) As of the Closing, at least 80% (by value) of the assets of the Company are used by it in
the active conduct of one or more qualified trades or businesses, as defined by Code




-9-









 




Section
1202(e)(3), and the Company is an eligible corporation, as defined by Code Section 1202(e)(4).




          2.20 Employee Benefit Plans. The Company does not have any Employee Benefit
Plan as defined in the Employee Retirement Income Security Act of 1974 other than the
Company’s 401(k) Plan. The Company is in material compliance with the terms of the
Company’s 401(k) Plan and has not received notice of any material increase in the
costs of such plans.




          2.21 Tax Matters. The Company has filed all tax returns and reports as
required by law. These returns and reports are true and correct in all material
respects. The Company has paid all taxes and other assessments due. The Company has
not elected
pursuant to the Code, to be treated as a Subchapter S corporation or a collapsible
corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it
made any other elections pursuant to the Code (other than elections that relate
solely to methods of accounting, depreciation or amortization) that would have a
material effect on the business, properties or condition (financial or otherwise) of
the Company. None of the Company’s tax returns have ever been audited by any
governmental authorities. The Company has withheld or collected from each payment
made to its employees the amount of all taxes (including without limitation, federal
income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax
Act taxes) required to be withheld or collected therefrom, and has paid the same to
the proper tax receiving officers or authorized depositories.




          2.22 Insurance. The Company has in full force and effect fire and casualty
insurance policies, with extended coverage, sufficient in amount (subject to
reasonable deductibles) to allow it to replace any of its properties that might be
damaged or destroyed. The Company has obtained term life insurance payable to the
Company on the lives of Stephen Quake and Gajus Worthington in the amount of
$500,000. The Company has in full force and effect directors and officers liability
insurance, covering all of its directors, with aggregate coverage in the amount of
$2,000,000.




          2.23 Corporate Documents. The Restated Articles and Bylaws of the Company
are in the form made available to the Purchasers. The copy of the minute books of
the Company made available to the Purchasers’ counsel contains true and correct
minutes of all meetings of directors (including any committees thereof) and
shareholders and all actions by written consent taken without a meeting by the
directors and shareholders since December 18, 2003.




          2.24 Disclosure. The Company has fully provided each Purchaser with all the
information which such Purchaser has requested in connection with the purchase of the
Shares hereunder, as well as all information which the Company in its judgment
believes is reasonably necessary to enable such Purchaser to make a decision as to
whether to invest in the Company. Neither this Agreement with the Exhibits hereto,
nor any other statements, certificates or documents made or delivered in connection
herewith or therewith, contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements herein or therein not
misleading in light of the circumstances under which they were made. The financial
projections made available to the Purchasers (the “Projections”) were prepared in
good faith and based upon assumptions that the Company believes are reasonable, and
represent the Company’s good faith



-10-









 






estimate of its future plans and results; provided
however that the Company does not represent or warrant that it will achieve any of
the Projections.




          2.25 Offering. Subject in part to the truth and accuracy of each Purchaser’s representations set forth in
this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement is
exempt from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”), and from the registration or qualification requirements of applicable state
securities laws or blue sky laws, and neither the Company nor any authorized agent acting on its
behalf will take any action hereafter that would cause the loss of such exemption.




          2.26 Returns and Complaints. The Company has not received customer
complaints concerning alleged defects in the design of its products that, if true,
would have, individually or in the aggregate, a material adverse effect on its
business, properties, or financial condition.




     3. Representations and Warranties of the Purchasers. Each Purchaser, individually
and not jointly, hereby represents and warrants as of the Closing Date that:



          3.1 Experience. Such Purchaser is experienced in evaluating start-up
companies such as the Company, is able to evaluate and represent its own interests in
transactions such as the one contemplated by this Agreement, has such knowledge and
experience in financial and business matters such that Purchaser is capable of
evaluating the merits and risks of Purchaser’s prospective investment in the Company,
and has the ability to bear the economic risks of its investment.




          3.2 Investment. Such Purchaser is acquiring the Shares, and the Conversion
Shares, for investment for such Purchaser’s own account and not with the view to, or
for resale in connection with, any distribution thereof. Such Purchaser understands
that the Shares, and the Conversion Shares have not been registered under the
Securities Act by reason of a specific exemption from the registration provisions of
the Securities Act which depends upon, among other things, the bona fide nature of
the investment intent as expressed herein. Such Purchaser further represents that it
does not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to any third person with respect to any of the
Shares, or the Conversion Shares, other than a transfer not involving a change of
beneficial ownership. Such Purchaser understands and acknowledges that the offering
of the Shares pursuant to this Agreement will not be registered under the Securities
Act on the ground that the sale provided for in this Agreement is exempt from the
registration requirements of the Securities Act.




          3.3 Rule 144. Such Purchaser acknowledges that the Shares and the Conversion
Shares must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available. Such Purchaser is aware of
the provisions of Rule 144 promulgated under the Securities Act which permit limited
resale of shares purchased in a private placement subject to the satisfaction of
certain conditions. Such Purchaser covenants that, in the absence of an effective
registration statement covering the stock in question, such Purchaser will sell,
transfer, or otherwise dispose of the Shares or the Conversion Shares only in a
manner consistent
with applicable securities laws and such Purchaser’s representations and covenants
set forth in this Section 3. In connection therewith, such Purchaser acknowledges
that the Company



-11-









 






will make a notation on its stock books regarding the restrictions
on transfers set forth in this Section 3 and will transfer securities on the books of
the Company only to the extent not inconsistent therewith.




          3.4 Legends. Purchaser understands and acknowledges that the certificate
evidencing its Shares and the Conversion Shares will be imprinted with legends in the
form set forth in Section 1.3 of the Investor Rights Agreement.




          3.5 No Public Market. Such Purchaser understands that no public market now
exists for any of the securities issued by the Company, and that the Company has made
no assurances that a public market will ever exist for the Shares or the Conversion
Shares.




          3.6 Access to Data. Such Purchaser has received and reviewed information
about the Company and has had an opportunity to discuss the Company’s business,
management and financial affairs with its management and to review the Company’s
facilities. The foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 2 of this Agreement or the right of the
Purchasers to rely thereon.




          3.7 Authorization. This Agreement when executed and delivered by such
Purchaser will constitute a valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to:
(i) judicial principles respecting election of remedies or limiting the availability
of specific performance, injunctive relief, and other equitable remedies;
(ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’ rights; and
(iii) limitations on the enforceability of the indemnification provisions of the
Investor Rights Agreement.




          3.8 Accredited Investor. Such Purchaser acknowledges that it is an
“accredited investor” as defined in Rule 501 of Regulation D as promulgated by the
Securities and Exchange Commission under the Securities Act and shall submit to the
Company such further assurances of such status as may be reasonably requested by the
Company. The principal address of such Purchaser is as set forth on the Schedule of
Purchasers.




          3.9 Public Solicitation. Purchaser knows of no public solicitation or
advertisement of an offer in connection with the proposed issuance and sale of the
Shares.




          3.10 Tax Advisors. Purchaser has reviewed with Purchaser’s own tax advisors
the federal, state and local tax consequences of this investment, where applicable,
and the transactions contemplated by this Agreement. Each Purchaser is relying
solely on
such advisors and not on any statements or representations of the Company or any of
its agents and understands that each Purchaser (and not the Company) shall be
responsible for the Purchaser’s own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.




          3.11 Purchaser Counsel. Purchaser acknowledges that it has had the
opportunity to review this Agreement, the exhibits and the schedules attached hereto
and the transactions contemplated by this Agreement with Purchaser’s own legal
counsel. Each Purchaser is relying



-12-









 






solely on such counsel and not on any statements
or representations of the Company or any of its agents for legal advice with respect
to this investment or the transactions contemplated by this Agreement.




          3.12 Brokers or Finders. The Company has not incurred and will not incur,
directly or indirectly, as a result of any action taken by such Purchaser, any
liability for brokerage or finders’ fees or agents’ commissions or any similar
changes in connection with this Agreement.




          3.13 Non-United States Persons. If Purchaser is not a United States person, such Purchaser hereby represents that such
Purchaser is satisfied as to the full observance of the laws of such Purchaser’s jurisdiction in
connection with any invitation to subscribe for the Shares and the Conversion Shares or any use of
this Agreement, the Investor Rights Agreement and the Voting Agreement, including (i) the legal
requirements within such Purchaser’s jurisdiction for the purchase of Shares and the Conversion
Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained and (iv) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such
securities. Such Purchaser’s subscription and payment for, and such Purchaser’s continued
beneficial ownership of, the Shares and the Conversion Shares will not violate any applicable
securities or other laws of such Purchaser’s jurisdiction.




     4. Conditions of Purchaser’s Obligations at Closing. The obligations of each
Purchaser under this Agreement are subject to the fulfillment on or before the Closing of each
of the following conditions, the waiver of which shall not be effective against any Purchaser
who does not consent in writing thereto:



          4.1 Representations and Warranties. The representations and warranties of
the Company contained in Section 2 shall be true on and as of the Closing with the
same effect as though such representations and warranties had been made on and as of
the date of the Closing.




          4.2 Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing.




          4.3 Compliance Certificate. The President of the Company shall deliver to
each Purchaser at the Closing a certificate stating that the conditions specified in
Sections 4.1 and 4.2 have been fulfilled and stating that as of the Closing there
shall have been no adverse change in the business, affairs, operations, properties,
assets or condition of the Company.




          4.4 Blue Sky. The Company shall have obtained all necessary permits and
qualifications, if any, or secured an exemption therefrom, required by any state or
country prior to the offer and sale of the Shares.




          4.5 Opinion of Company Counsel. Each Purchaser in the Initial Closing shall
have received from Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel for the Company, an opinion, dated as of the Initial Closing, in the form
attached hereto as EXHIBIT E.



-13-









 







          4.6 Investor Rights Agreement. The Company and each Purchaser shall have
entered into the Investor Rights Agreement.




          4.7 Restated Articles. The Restated Articles shall have been accepted for
filing by the California Secretary of State and shall be in full force and effect as
of the Closing Date.




          4.8 Corporate Proceedings; Waivers and Consents. All corporate and other
proceedings to be taken and all waivers, consents and permits necessary or
appropriate for the consummation of the transactions contemplated by this Agreement
will have been taken or obtained.




     5. Conditions of the Company’s Obligations at Closing. The obligations of the
Company to each Purchaser under this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions by that Purchaser:



          5.1 Representations and Warranties. The representations and warranties of
the Purchasers contained in Section 3 shall be true on and as of the Closing with the
same effect as though such representations and warranties had been made on and as of
the Closing.




          5.2 Payment of Purchase Price. Each Purchaser shall have delivered the
purchase price against delivery of the Shares as set forth in Section 1.4 by the
Company to such Purchaser.




          5.3 Blue Sky. The Company shall have obtained all necessary permits and
qualifications, if any, or secured an exemption therefrom, required by any state or
country for the offer and sale of the Shares.




          5.4 Investor Rights Agreements. The Company and each Purchaser shall have
entered into the Investor Rights Agreement.




          5.5 Restated Articles . The Restated Articles shall have been accepted for
filing by the California Secretary of State and shall be in full force and effect as
of the Closing Date.




          5.6 Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing hereby, and all
documents and instruments incident to these transactions, shall be reasonably
satisfactory in substance to the Company and its counsel.




     6. Miscellaneous.



          6.1 Governing Law; Jurisdiction. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties hereto
shall be governed in all respects by the laws of the State of California, without
regard to any provisions thereof relating to conflicts of laws among different
jurisdictions. The parties hereto agree to submit to the exclusive jurisdiction of
the federal and state courts of San Mateo County, California with respect to the
breach or interpretation of this Agreement or the enforcement of any and all rights,
duties, liabilities, obligations, powers, and other relations between the parties
arising under this Agreement.




-14-









 








          6.2 Indemnification. The Company shall indemnify, defend and hold each
Purchaser harmless against all liability, loss or damage (collectively, “Losses” and
individually, a “Loss”) arising from any litigation, proceeding or dispute arising
from such Purchaser’s status as a shareholder of the Company other than Losses
arising from such Purchaser’s gross negligence or willful misconduct, provided that
such indemnification shall apply only to litigation, proceedings or disputes arising
prior to the Company’s Initial Public Offering (as defined in the Investor Rights
Agreement) and the Company’s obligation to indemnify any Purchaser shall be limited
in amount to the amount paid by such Purchaser for the purchase of such Purchaser’s
Shares as set forth on EXHIBIT A. The foregoing indemnity is not intended to
supercede or replace the indemnification obligations of the parties set forth in
Section 1.10 of the Investor Rights Agreement nor shall it be construed to limit any
other rights and remedies of the Purchasers under this Agreement or any other
indemnification to which such Purchaser may be entitled under any other agreement of
the Company. The foregoing indemnification rights are transferable only to
Affiliates (as defined in the Investor Rights Agreement) of a Purchaser.




          6.3 Survival. The representations, warranties, covenants and agreements made
herein shall survive any investigation made by any Purchaser or the Company and the
Closing of the transactions contemplated hereby; provided, however, that such
representations and warranties are only made as of the date of such execution and
delivery and as of such Closing.




          6.4 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto; provided,
however, that the rights of a Purchaser to purchase Shares at the Closing shall not
be assignable without the consent of the Company.




          6.5 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and agreement
among the parties with regard to the subjects hereof and thereof relating to the
purchase of the Shares. Neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by the
Company and the holder or holders of greater than fifty percent (50%) of the
then-outstanding Shares or the Conversion Shares. Notwithstanding the foregoing, any
additional purchaser pursuant to Section 1.2 may become a party to this Agreement by
executing and delivering an additional counterpart signature page to this Agreement
and such purchaser shall be deemed a Purchaser hereunder. The parties agree that the
Schedule of Purchasers attached hereto as Exhibit A shall be updated
automatically without any formal amendment to reflect the addition of any such
additional Purchaser. Any amendment or waiver effected in accordance with this
Section 6.5 shall be binding upon the Purchasers and each transferee of the Shares
(or the Common Stock issuable upon conversion thereof), each future holder of all
such securities, and the Company.




          6.6 Notices, Etc. All notices and other communications required or permitted
hereunder, shall be in writing and shall be personally delivered, sent by facsimile,
mailed by registered or certified mail, postage prepaid, return receipt requested, or
delivered by a nationally recognized overnight courier, addressed (a) if to a
Purchaser, at such Purchaser’s address or



-15-









 






facsimile number set forth on the Schedule
of Purchasers, or at such other address or facsimile number as such Purchaser shall
have furnished to the Company in writing, or (b) if to the Company, at its address or
facsimile number set forth on the signature page to this Agreement addressed to the
attention of the Corporate Secretary, or at such other address or facsimile number as
the Company shall have furnished to the Purchasers. Any such notice or communication
shall be deemed to have been received (A) in the case of personal delivery or
delivery by telecopier, on the date of such delivery, (B) in the case of a commercial
overnight courier, on the next business day after the date when sent and (C) in the
case of mailing, on the fifth business day following that on which the piece of mail
containing such communication is posted.




          6.7 Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any holder of any Shares upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of such
holder, nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on the part of any holder of any breach or
default under this Agreement, or any waiver on the part of any holder of any
provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing or as provided in this
Agreement. All remedies, either under this Agreement or by law or otherwise afforded
to any holder, shall be cumulative and not alternative.




          6.8 California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE
PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE
QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.




          6.9 Finder’s Fee. The Company and each Purchaser shall each indemnify and
hold the other harmless from any liability for any commission or compensation in the
nature of a finder’s fee (including the costs, expenses and legal fees of defending
against such liability) for which the Company or the Purchasers, or any of their
respective partners, employees, or representatives, as the case may be, is
responsible.




          6.10 Expenses. The Company and each Purchaser shall bear its own expenses
and legal fees incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby.




          6.11 Waiver of Conflict. Each of the Purchasers and the Company acknowledges
that Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) may have
represented and may currently represent Purchasers. In the course of such
representation, WSGR may have



-16-









 






come into possession of confidential information
relating to such Purchasers. Each of the Purchasers and the Company acknowledges
that WSGR is representing only the Company in this transaction. Pursuant to Rule
3-310 of the Rules of Professional Conduct promulgated by the State Bar of
California, an attorney must avoid representations in which the attorney has or had a
relationship with another party interested in the representation without the informed
written consent of all parties affected. By executing this Agreement, each of the
Purchasers
and the Company hereby waives any actual or potential conflict of interest that may
arise in this financing as a result of WSGR’s representation of such persons or
entities, WSGR’s possession of such confidential information and the participation by
WSGR’s affiliate in the financing. Each of the Purchasers and the Company represents
that it has had the opportunity to consult with independent counsel concerning the
giving of this waiver.




          6.12 Severability. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said provision;
provided that no such severability shall be effective if it materially changes the
economic benefit of this Agreement to any party.




          6.13 Counterparts; Facsimile. This Agreement may be executed in any number
of counterparts, each of which may be executed by less than all Purchasers, each of
which shall be enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument. This Agreement may be
executed by facsimile signature.




          6.14 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.




          6.15 Exculpation Among Purchasers. Each Purchaser acknowledges that it is
not relying upon any person, firm or corporation (including without limitation any
other Purchaser), other than the Company and its officers and directors (acting in
their capacity as representatives of the Company), in deciding to invest and in
making its investment in the Company. Each Purchaser agrees that no other Purchaser
nor the respective controlling persons, officers, directors, partners, agents or
employees of any other Purchaser shall be liable to such Purchaser for any losses
incurred by such Purchaser in connection with its investment in the Company.




          6.16 Like Treatment of Holders. The Company shall not directly or indirectly
pay or cause to be paid any consideration, whether by way of interest, fee, payment
for the redemption or exchange of Preferred Stock, or otherwise to any holder of
Preferred Stock for or as inducement to, any consent, waiver or amendment of any term
or provision of the Preferred Stock, this Agreement or the Investor Rights Agreement
unless equivalent consideration is offered on equivalent terms and conditions to all
Purchasers of Preferred Stock under this Agreement bound by such consent, waiver or
amendment.




          6.17 Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING (WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.




-17-









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	FLUIDIGM CORPORATION

 	 
	 	By:  	/s/ Gajus Worthington
 	 
	 	 	Gajus Worthington 	 
	 	 	President and Chief Executive Officer


7100 Shoreline Court

South San Francisco, CA 94080

FAX: (650) 871-7195 	 
	 



[FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT]





 









 





	 	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	AllianceBernstein L.P.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Adam Spilka
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Adam Spilka
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	SVP, Counsel, Secretary
	 

	 	 	 	 





[FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT]




 









 





EXHIBIT A




SCHEDULE OF PURCHASERS




	 	 	 	 	 	 	 	 	 
	Name and Address	 	Shares of Series E	 	Purchase Price
	AllianceBernstein L.P.
	 	 	1,250,000	 	 	$	5,000,000.00	 
	TOTALS
	 	 	1,250,000	 	 	$	5,000,000.00	 







 











 





FLUIDIGM CORPORATION




AMENDMENT NO. 1 TO

SERIES E PREFERRED STOCK PURCHASE AGREEMENT




     This Amendment No. 1 (the “Amendment”) to that certain Series E Preferred Stock Purchase
Agreement, dated as of June 13, 2006 (the “Purchase Agreement”), is made and entered into effective
as of December 22, 2006 (the “Effective Date”) by and among Fluidigm Corporation, a California
corporation (the “Company”), and the Purchasers named therein. Capitalized terms used in this
Amendment that are not otherwise defined herein shall have the respective meanings assigned to them
in the Purchase Agreement.



RECITALS




     WHEREAS, the Company previously sold and issued an aggregate of 1,250,000 shares of Series E
Preferred Stock of the Company (the “Series E Preferred”) pursuant to the terms of the Purchase
Agreement at the Initial Closing held on June 13, 2006;



     WHEREAS, the Company and the Purchaser now desire to amend the terms of the Purchase Agreement
to provide that the Company may sell and issue additional shares of Series E Preferred pursuant to
the Purchase Agreement, at one or more additional Subsequent Closings, provided that any such
additional Subsequent Closings shall take place no later than March 31, 2007.



     WHEREAS, pursuant to Section 6.5 of the Purchase Agreement, the terms of the Purchase
Agreement may be amended upon the written consent of the Company and the holder or holders of
greater than fifty percent (50%) of the outstanding Shares or the Conversion Shares; and



     WHEREAS, the Purchaser who has signed below holds greater than fifty percent (50%) of the
outstanding Shares purchased under the Purchase Agreement as of the Effective Date and consents to
the changes as set forth in this Amendment.



     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
mutually agree as follows:



AGREEMENT




     1. Amendment to Section 1.1. Section 1.1 (Authorization of the Shares) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:




     “1.1 Authorization of the Shares. The Company will on or
before the Closing (as defined below) authorize the sale and issuance
pursuant to this Agreement of up to 6,318,333 shares (the “Shares”) of its



- 1 -









 






Series E Preferred Stock (the “Series E Preferred”), having the rights,
preferences and privileges as set forth in the Amended and Restated Articles
of Incorporation attached hereto as EXHIBIT B (the “Restated
Articles”).”



     2. Amendment to Section 1.2. Section 1.2 (Purchase and Sale of the Shares) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:




     “1.2 Purchase and Sale of the Shares. Subject to the terms and
conditions hereof and in reliance upon the representations, warranties and
agreements contained herein, the Company will issue and sell to each
Purchaser, severally and not jointly, and each Purchaser will purchase from
the Company, severally and not jointly, at the Closing, the number of Shares
set forth opposite the Purchaser’s name on the Schedule of Purchasers, at a
purchase price of Four Dollars ($4.00) per Share. The Company shall be
entitled to sell any unpurchased Shares to any Purchaser or to a person who
is not a Purchaser and to amend the Schedule of Purchasers to include the
information relating to such sales, and such purchasers shall be considered
“Purchasers” and parties to this Agreement; provided that (i) such sales are
made pursuant to this Agreement or an agreement identical to this one except
for the Closing Date and exhibits, and (ii) such sales are completed on or
prior to March 31, 2007. The Company’s agreement with each Purchaser is a
separate agreement, and the sale of the Shares to each Purchaser is a
separate sale.”



     3. Governing Law. This Amendment shall be governed in all respects by the laws of the
State of California, without regard to any provisions thereof relating to conflicts of laws among
different jurisdictions.



     4. Purchase Agreement. Wherever necessary, all other terms of the Purchase Agreement
are hereby amended to be consistent with the terms of this Amendment. Except as specifically set
forth herein, the Purchase Agreement shall remain in full force and effect.



     5. Counterparts; Facsimile. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which together shall constitute one
instrument. Executed signatures transmitted via facsimile will be accepted and considered duly
executed.



     6. Effect of Execution of Amendment by Certain Purchaser. This Amendment, when
executed and delivered by the Company and a Purchaser purchasing shares of Series E Preferred at a
Subsequent Closing held on or after the date hereof, shall also constitute and shall be deemed a
counterpart signature page to the Purchase Agreement. Consequently, each undersigned Purchaser
purchasing shares of Series E Preferred at a Subsequent Closing held on or after the date hereof
acknowledges and agrees that he, she or it is bound by the terms and



- 2 -









 




conditions contained in the Purchase Agreement, as amended by this Amendment, with respect to
the purchase of such shares.




[Remainder of page intentionally left blank]




- 3 -









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



	 	 	 	 	 
	COMPANY:	FLUIDIGM CORPORATION

a California corporation

 	 
	 	By:  	/s/ Gajus Worthington
 	 
	 	 	Gajus Worthington, 	 
	 	 	President and Chief Executive Officer 	 
	 



[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]







 









 









     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Cross Creek Capital, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc. 

Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	Cross Creek Capital Employees’ Fund, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	WASATCH FUNDS, INC.

Wasatch Small Cap Growth Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	Its:
	 	Investment Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Thurber
 

Name: Dan Thurber
	 	 
	 

	 	 	 	Title: Vice President	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	SMALLCAP World Fund, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Capital Research and Management Company,	 	 
	 

	 	 	 	its, investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Downer
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Downer	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	AllianceBernstein Venture Fund I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein ESG Venture Management, L.P.,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein Global Derivatives Corporation,
its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James D. Kiggen
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	James D. Kiggen	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 

	 	Versant
	 	Affiliates Fund 1-A, L.P.	 	 
	 

	 	Versant
	 	Affiliates Fund 1-B, L.P.	 	 
	 

	 	Versant
	 	Side Fund I, L.P.	 	 
	 

	 	Versant
	 	Venture Capital I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Versant Ventures I, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Samuel D. Colella
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Samuel D. Colella	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Lehman Brothers Healthcare Venture Capital L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lehman Brothers HealthCare Venture Capital Associates L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Odrich
 

	 	 
	 

	 	Name:
	 	Michael Odrich	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers P.A. LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Odrich
 

	 	 
	 

	 	Name:
	 	Michael Odrich	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers Partnership Account 

2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Odrich
 

	 	 
	 

	 	Name:
	 	Michael Odrich	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers Offshore Partnership Account 2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Offshore Partners Group Ltd., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Odrich
 

	 	 
	 

	 	Name:
	 	Michael Odrich	 	 
	 

	 	Its:
	 	Senior Vice President	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	EuclidSR Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Associates, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	EuclidSR Biotechnology Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Biotechnology Associates, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	General Partner	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Iinterwest Partners VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 
	 
	 	 	 	 	 	 
	 	 	Interwest Investors VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Lilly Bioventures, Eli Lilly & Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas W. Grein
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas W. Grein	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Alloy Ventures 2005, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alloy Ventures 2005, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tony DiBona
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Toni DiBona	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Member of Alloy Ventures
2005 LLC	 	 
	 
	 	 	 	 	 	 
	 	 	Alloy Ventures 2002, L.P.	 	 
	 	 	Alloy Partners 2002, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alloy Ventures 2002, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tony DiBona
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Tony DiBona	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Member of Alloy
Ventures
2002, LLC, the general partner of Alloy
Partners 2002, L.P. and Alloy Ventures
2002, L.P.	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	SightLine Healthcare Fund III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth E. Higgins
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Kenneth E. Higgins	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director of Sightline
Partners
LLC, general partner of its general partner	 	 





[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASER:








	 	 	 	 	 
	 	 	 
	 	/s/ Bruce Burrows
 	 
	 	Bruce Burrows 	 
	 	 	 







[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 	 	 
	 	/s/ John M. Harland
 	 
	 	John M. Harland 	 
	 	 	 
	 




[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 











 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Ferguson/Egan Family Trust dated 6/28/99	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rodney A. Ferguson
 

Rodney A. Ferguson
	 	 
	 

	 	Title:
	 	Trustee	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	Health Care Administration Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary L. Bowers
 

	 	 
	 

	 	Name:
	 	Gary L. Bowers	 	 
	 

	 	Title:
	 	President	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]





 









 








     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	The Condon Family Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Condon
 

	 	 
	 

	 	Name:
	 	Thomas J. Condon	 	 
	 

	 	Title:
	 	Trustee	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	In-Q-Tel, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott G. Yancey
 

	 	 
	 

	 	Name:
	 	Scott G. Yancey	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	In-Q-Tel Employee Fund, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott G. Yancey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Scott G. Yancey	 	 
	 

	 	Title:
	 	EVP of In-Q-Tel, Inc., the manager of the
fund	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 	 	 
	 	 	The V Foundation for Cancer Research	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nicholas Valvano
 

Nicholas Valvano
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]






 









 








     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 

	 	/s/ Fredrick H. Stern
 

Fredrick H. Stern
	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 

	 	/s/ Alfred J. Mandel
 

Alfred J. Mandel
	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 

	 	/s/ Pauline E. van Ysendoorn
 

Pauline E. van Ysendoorn
	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 

	 	/s/ Rhett E. Brown
 

	 	 
	 

	 	Rhett E. Brown	 	 






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 1 to
Series E Preferred Stock Purchase Agreement as of the 30th day of March, 2007.



PURCHASER:




	 	 	 	 	 
	 	 	SMALLCAP World Fund, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	Capital Research and Management Company,
its investment adviser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Timothy D. Amour
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy D. Armour
	 

	 	Title:
	 	President






[Signature Page to Amendment No. 1 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





EXHIBIT A

SCHEDULE OF PURCHASERS

SERIES E PREFERED STOCK FINANCING

DECEMBER 22, 2006




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name	 	Preferred Stock	 	Purchase Price
	CLIPPERBAY & CO.

SMALLCAP World Fund, Inc.
	 	 	1,875,000	 	 	$	7,500,000.00	 
	PACO c/o 80-16-200-1037662

Cross Creek Capital, L.P.
	 	 	569,074	 	 	$	2,276,296.00	 
	PACO c/o 80-16-200-1037670
	 	 	55,926	 	 	$	223,704.00	 
	CLEARMOON & CO.
	 	 	625,000	 	 	$	2,500,000.00	 
	ALLIANCEBERNSTEIN VENTURE FUND I, L.P.
	 	 	62,500	 	 	$	250,000.00	 
	ALLOY VENTURES 2005, L.P.
	 	 	80,625	 	 	$	322,500.00	 
	ALLOY VENTURES 2002, L.P.
	 	 	78,505	 	 	$	314,020.00	 
	ALLOY PARTNERS 2002, L.P.
	 	 	2,120	 	 	$	8,480.00	 
	INTERWEST INVESTORS VII, L.P.
	 	 	2,285	 	 	$	9,140.00	 
	INTERWEST PARTNERS VII, L.P.
	 	 	47,715	 	 	$	190,860.00	 
	EUCLIDSR BIOTECHNOLOGY PARTNERS, L.P.
	 	 	105,875	 	 	$	423,500.00	 
	EUCLIDSR PARTNERS, L.P.
	 	 	105,875	 	 	$	423,500.00	 
	VERSANT AFFLIATES FUND 1-A, L.P.
	 	 	5,000	 	 	$	20,000.00	 
	VERSANT AFFLIATES FUND 1-B, L.P.
	 	 	10,500	 	 	$	42,000.00	 






 









 





EXHIBIT A

SCHEDULE OF PURCHASERS

SERIES E PREFERED STOCK FINANCING

DECEMBER 22, 2006




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name	 	Preferred Stock	 	Purchase Price
	VERSANT SIDE FUND I, L.P.
	 	 	4,500	 	 	$	18,000.00	 
	VERSANT VENTURE CAPITAL I, L.P.
	 	 	230,000	 	 	$	920,000.00	 
	LILLY BIO VENTURES, ELI LILLY AND COMPANY
	 	 	89,750	 	 	$	359,000.00	 
	SIGHTLINE HEALTHCARE FUND III, L.P.
	 	 	30,000	 	 	$	120,000.00	 
	BRUCE BURROWS
	 	 	144,750	 	 	$	579,000.00	 
	LEHMAN BROTHERS HEALTHCARE VENTURE CAPITAL, L.P.
	 	 	39,937	 	 	$	159,748.00	 
	LEHMAN BROTHERS OFFSHORE PARTNERSHIP ACCOUNT 2000/2001, L.P.
	 	 	8,932	 	 	$	35,728.00	 
	LEHMAN BROTHERS P.A., LLC
	 	 	76,440	 	 	$	305,760.00	 
	LEHMAN BROTHERS PARTNERSHIP ACCOUNT 2000/2001, L.P.
	 	 	34,440	 	 	$	137,760.00	 
	TOTALS
	 	 	4,284,749	 	 	$	17,138,996.00	 






 









 





EXHIBIT A

SCHEDULE OF PURCHASERS

SERIES E PREFERED STOCK FINANCING

MARCH 30, 2007




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name	 	Preferred Stock	 	Purchase Price
	JOHN M. HARLAND
	 	 	5,000	 	 	$	20,000.00	 
	FERGUSON/EGAN FAMILY TRUST DATED 6/28/99
	 	 	15,000	 	 	$	60,000.00	 
	HEALTH CARE ADMINISTRATION COMPANY
	 	 	25,000	 	 	$	100,000.00	 
	THE CONDON FAMILY TRUST
	 	 	12,500	 	 	$	50,000.00	 
	IN-Q-TEL, INC.
	 	 	10,125	 	 	$	40,500.00	 
	IN-Q-TEL EMPLOYEE FUND, LLC
	 	 	3,375	 	 	$	13,500.00	 
	THE V FOUNDATION FOR CANCER RESEARCH
	 	 	6,250	 	 	$	25,000.00	 
	FREDRICK H. STERN
	 	 	37,500	 	 	$	150,000.00	 
	ALFRED J. MANDEL
	 	 	1,000	 	 	$	4,000.00	 
	PAULINE E. van YSENDOORN 
	 	 	2,500	 	 	$	10,000.00	 
	RHETT E. BROWN
	 	 	12,500	 	 	$	50,000.00	 
	CLIPPERBAY & CO.
	 	 	350,000	 	 	$	1,400,000.00	 
	TOTALS
	 	 	480,750	 	 	$	1,923,000.00	 






 









 





FLUIDIGM CORPORATION




AMENDMENT NO. 2 TO

SERIES E PREFERRED STOCK PURCHASE AGREEMENT




     This Amendment No. 2 (the “Amendment”) to that certain Series E Preferred Stock Purchase
Agreement, dated as of June 13, 2006, as amended December 22, 2006, by and among Fluidigm
Corporation, a California corporation (“Fluidigm California”) and the Purchasers named therein (the
“Purchase Agreement”), is made and entered into effective as of October 10, 2007 (the “Effective
Date”) by and among Fluidigm Corporation, a Delaware corporation (the “Company”), and the
Purchasers named herein. Capitalized terms used in this Amendment that are not otherwise defined
herein shall have the respective meanings assigned to them in the Purchase Agreement.



RECITALS




     WHEREAS, Fluidigm California previously sold and issued an aggregate of 1,250,000 shares of
Series E Preferred Stock (the “Series E Preferred”) pursuant to the terms of the Purchase Agreement
at the Initial Closing held on June 13, 2006 and an additional 6,015,499 shares of Series E
Preferred at Subsequent Closings held on December 22, 2006 and March 30, 2007;



     WHEREAS, on July 18, 2007, Fluidigm California was merged with and into the Company, with the
Company being the surviving corporation such that the Company succeeded to all of Fluidigm
California’s rights and obligations under the Purchase Agreement and all outstanding shares of
Series E Preferred of Fluidigm California were exchanged on a one for one basis for shares of
Series E Preferred of the Company;



     WHEREAS, the Company and the Purchasers now desire to amend the terms of the Purchase
Agreement to provide that the Company may sell and issue up to 7,375,000 additional shares of
Series E Preferred (the “Additional Shares”) pursuant to the Purchase Agreement, at one or more
additional Subsequent Closings, provided that any such additional Subsequent Closings shall take
place no later than December 31, 2007.



     WHEREAS, pursuant to Section 6.5 of the Purchase Agreement, the terms of the Purchase
Agreement may be amended upon the written consent of the Company and the holder or holders of
greater than fifty percent (50%) of the outstanding Shares or the Conversion Shares;



     WHEREAS, the Purchasers who have signed below hold greater than fifty percent (50%) of the
outstanding Shares purchased under the Purchase Agreement as of the Effective Date and consent to
the changes as set forth in this Amendment;



     WHEREAS, in connection with the execution of this Amendment, the Company is amending the
Amended and Restated Certificate of Incorporation of the Company to increase the



 









 




number of
authorized shares of capital stock of the Company to facilitate the sale of the Additional Shares.




     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
mutually agree as follows:



AGREEMENT




     1. Amendment to Section 1.1. Section 1.1 (Authorization of the Shares) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:




     “1.1 Authorization of the Shares. The Company will on or
before the Closing (as defined below) authorize the sale and issuance
pursuant to this Agreement of up to 17,956,252 shares (the “Shares”) of its
Series E Preferred Stock (the “Series E Preferred”), having the rights,
preferences and privileges as set forth in the Amended and Restated
Certificate of Incorporation, as amended by Amendment No. 1 to Amended and
Restated Certificate of Incorporation and Amendment No. 2 to Amended and
Restated Certificate of Incorporation, as attached hereto as EXHIBITS
B-1 AND B-2, respectively (together for purposes of this
Agreement, the “Restated Certificate”).”



     2. Amendment to Section 1.2. Section 1.2 (Purchase and Sale of the Shares) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:




     “1.2 Purchase and Sale of the Shares. Subject to the terms and
conditions hereof and in reliance upon the representations, warranties and
agreements contained herein, the Company will issue and sell to each
Purchaser, severally and not jointly, and each Purchaser will purchase from
the Company, severally and not jointly, at the applicable Closing, the
number of Shares set forth opposite the Purchaser’s name on the Schedule of
Purchasers, at a purchase price of Four Dollars ($4.00) per Share. The
Company shall be entitled to sell any unpurchased Shares to any Purchaser or
to a person who is not a Purchaser and to amend the Schedule of Purchasers
to include the information relating to such sales, and such purchasers shall
be considered “Purchasers” and parties to this Agreement; provided that (i)
such sales are made pursuant to this Agreement or an agreement identical to
this one except for the Closing Date and exhibits, and (ii) such sales are
completed on or prior to December 31, 2007. The Company’s agreement with
each Purchaser is a separate agreement, and the sale of the Shares to each
Purchaser is a separate sale.”



-2-









 





     3. Amendment to Section 2. Section 2 (Representations and Warranties of the Company)
of the Purchase Agreement is hereby amended to add the following sentence to the end of the
paragraph which reads in its entirety as follows:




     “At each Subsequent Closing, the Company shall provide an updated
Schedule of Exceptions and EXHIBIT C shall be concurrently amended
and restated for purposes of such Subsequent Closing.”



     4. Amendment to Section 2.4. Solely in connection with the sale of Additional Shares
pursuant to this Amendment, Section 2.4 (Capitalization) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:




     “The authorized capital stock of the Company consists, or immediately
prior to the Closing will consist, of 85,232,144 shares of Common Stock
(“Common Stock”), of which 9,760,848 shares are issued and outstanding
immediately prior to the Closing and 57,961,085 shares of Preferred Stock
(“Preferred Stock”), 2,727,273 of which are designated Series A Preferred
Stock of which 2,727,273 are outstanding immediately prior to the Closing;
6,460,675 of which are designated Series B Preferred Stock of which
6,460,675 are outstanding immediately prior to the Closing; 16,854,624 of
which are designated Series C Preferred Stock, 16,364,832 of which are
issued and outstanding immediately prior to the Closing; and 13,962,261 of
which are designated Series D Preferred Stock, 13,353,333 of which are
issued and outstanding immediately prior to the Closing; and 17,956,252 of
which are designated Series E Preferred Stock, 8,969,836 of which are issued
and outstanding immediately prior to the Closing. All such issued and
outstanding shares have been duly authorized and validly issued in
compliance with applicable laws, and are fully paid and nonassessable.




     The Company has reserved: (i) 17,956,252 shares of Series E Preferred
for issuance hereunder and 17,956,252 shares of Common Stock for issuance
upon conversion of such shares of Series E Preferred; (ii) 13,353,333
shares of Common Stock for issuance upon conversion of the outstanding
shares of Series D Preferred; (iii) 408,928 shares of Series D Preferred for
issuance upon exercise of outstanding warrants and 408,928 shares of Common
Stock for issuance upon conversion of such Series D Preferred; (iv)
16,364,832 shares of Common Stock for issuance upon conversion of the
outstanding shares of Series C Preferred Stock; (v) 289,792shares of Series
C Preferred Stock for issuance upon exercise of outstanding warrants and
289,792 shares of Common Stock for issuance upon conversion of such Series C
Preferred Stock; (vi) 6,460,675 shares of Common Stock for issuance upon
conversion of the outstanding Series B Preferred Stock; (vii) 2,727,273
shares of Common Stock for issuance upon conversion of the outstanding
Series A Preferred Stock; and (viii) an aggregate of 12,800,000 shares of
Common Stock for issuance to



-3-









 







employees and consultants of the Company
pursuant to the Company’s 1999 Stock Option Plan, pursuant to which options
to purchase 7,247,691 shares are granted and outstanding and 1,518,223
shares are available for future grant. As of the date hereof and after
giving effect to the purchase of Shares hereunder, each share of each series
of the Company’s Preferred Stock is convertible into one share of the
Company’s Common Stock. Other than with respect to the shares reserved for
issuance in this paragraph, or as set forth in the Ancillary Agreements (as
defined below), there are no outstanding rights, options, warrants,
conversion rights, preemptive rights, rights of first refusal or similar
rights for the purchase or acquisition from the Company of any securities of
the Company. There are no outstanding obligations of the Company to
repurchase or redeem any of its securities.”



     5. Amendment to Section 2.16. Solely in connection with the sale of Additional Shares
pursuant to this Amendment, Section 2.16 (Financial Statements) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:




     “The Company has made available to each Purchaser its audited balance
sheet dated as of December 31, 2004. The Company has also made available to
each Purchaser unaudited balance sheets dated December 31, 2005 and December
31, 2006 and the unaudited statements of operations for the fiscal years
then ended (collectively, the “Financial Statements”). The Financial
Statements are complete and correct in all material respects and have been
prepared in accordance with generally accepted accounting principles applied
on a consistent basis throughout the periods indicated. The Financial
Statements accurately set out and describe the financial condition and
operating results of the Company as of the date, and during the periods,
indicated therein. Except as set forth in the Financial Statements, the
Company has no material liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to
December 31, 2006 and (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in the Financial Statements,
which, in both cases, individually or in the aggregate are not material to
the financial condition or operating results of the Company.”



     6. Deletion of Sections 6.9 and 6.11. Solely in connection with the sale of
Additional Shares pursuant to this Amendment, the Purchase Agreement is hereby amended to delete
Section 6.9 (Finder’s Fee) and Section 6.11 (Waiver of Conflict), each in its entirety.



-4-









 





     7. Amendment to Section 6.10. Solely in connection with the sale of Additional Shares
pursuant to this Amendment, Section 6.10 of the Purchase Agreement is hereby amended and restated
in its entirety to read as follows:




     “6.10 Expenses. The Company and each Purchaser shall bear its
own expenses and legal fees incurred on its behalf with respect to this
Agreement and the transactions contemplated hereby, provided, however, that
if a Closing is effected, the Company shall reimburse the reasonable
documented fees of one counsel for the Purchasers, such amount not to exceed
$25,000, by wire transfer at such Closing.”



     8. Addition of Section 6.17. The Purchase Agreement is hereby amended to add the
following Section 6.17 which reads in its entirety as follows:




     “6.17 Reincorporation. Each Purchaser hereunder acknowledges
that the Company completed a reincorporation into the State of Delaware on
July 18, 2007 and each Purchaser hereby consents to the assignment of this
Agreement to Fluidigm Corporation, a Delaware corporation effective as of
July 18, 2007.”



     9. Restated Certificate. All references in the Purchase Agreement to the term
“Restated Articles” are hereby deleted and replaced with the term “Restated Certificate.”



     10. Governing Law. This Amendment shall be governed in all respects by the laws of
the State of California, without regard to any provisions thereof relating to conflicts of laws
among different jurisdictions.



     11. Purchase Agreement. Wherever necessary, all other terms of the Purchase Agreement
are hereby amended to be consistent with the terms of this Amendment. Except as specifically set
forth herein, the Purchase Agreement shall remain in full force and effect.



     12. Counterparts; Facsimile. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which together shall constitute one
instrument. Executed signatures transmitted via facsimile will be accepted and considered duly
executed.



     13. Effect of Execution of Amendment by Certain Purchasers. This Amendment, when
executed and delivered by the Company and a Purchaser purchasing shares of Series E Preferred at a
Subsequent Closing held on or after the date hereof, shall also constitute and shall be deemed a
counterpart signature page to the Purchase Agreement. Consequently, each undersigned Purchaser
purchasing shares of Series E Preferred at a Subsequent Closing held on or after the date hereof
acknowledges and agrees that he, she or it is bound by the terms and conditions contained in the
Purchase Agreement, as amended by this Amendment, with respect to the purchase of such shares.



[Remainder of page intentionally left blank]




-5-









 








     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2
to Series E Preferred Stock Purchase Agreement as of the Effective Date.



COMPANY:




	 	 	 	 	 
	 	FLUIDIGM CORPORATION

a Delaware corporation

 	 
	 	By:  	/s/ Gajus Worthington
 	 
	 	 	Gajus Worthington, 	 
	 	 	President and Chief Executive Officer 	 
	 



[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]

















 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Fidelity Contrafund: 	 	 
	 	 	Fidelity Advisor New Insights Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Ryan
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary Ryan	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Fidelity Contrafund: Fidelity Contrafund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Ryan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary Ryan	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Variable Insurance Products Fund II:	 	 
	 	 	Contrafund Portfolio	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary Ryan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Gary Ryan	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Leerink Swann Holdings, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Leerink
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Leerink	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Leerink Swann Holdings, LLC 	 	 
	 	 	Co-Investment Fund, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donald D. Notman, Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Donald D. Notman, Jr.	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



	 	 	 	 	 	 	 
	PURCHASERS:	 	Cross Creek Capital, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	Cross Creek Capital Employees’ Fund, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	 Wasatch Funds, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Thurber
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Dan Thurber	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	SMALLCAP World Fund, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Capital Research and Management Company,	 	 
	 

	 	 	 	its, investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Downer
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Downer	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	AllianceBernstein Venture Fund I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein ESG Venture 

Management, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein Global
Derivatives 

Corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James D. Kiggen
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	James D. Kiggen	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Versant Affiliates Fund 1-A, L.P.	 	 
	 	 	Versant Affiliates Fund1-B, L.P.	 	 
	 	 	Versant Side Fund I, L.P.	 	 
	 	 	Versant Venture Capital I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Versant Ventures I, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Samuel D. Colella
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Samuel D. Colella	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Lehman
Brothers Healthcare Venture Capital 
L.P.	 	
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lehman Brothers HealthCare Venture Capital	 	 
	 

	 	 	 	Associates L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Steven Berkenfeld
 

Steven Berkenfeld
	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers P.A. LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Berkenfeld	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steven Berkenfeld	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers Partnership Account 2000/2001,

L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Berkenfeld	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steven Berkenfeld	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman
Brothers Offshore Partnership Account
2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Offshore Partners Group Ltd., its General	 	 
	 

	 	 	 	Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Berkenfeld	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steven Berkenfeld	 	 
	 

	 	Its:
	 	Senior Vice President	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	EuclidSR Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Associates, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	EuclidSR Biotechnology Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Biotechnology Associates, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 General Partner	 	 
	 
	 	 	 	 	 	 





[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Interwest Partners VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII,
LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 
	 
	 	 	 	 	 	 
	 	 	Interwest Investors VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII,
LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Lilly Bioventures, Eli Lilly & Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darren J. Carroll
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Darren J. Carroll	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Director	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Bruce Burrows
 

Bruce Burrows
	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Biomedical Sciences Investment Fund Pte Ltd	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chu Swee Yeok
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Chu Swee Yeok	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	Singapore Bio-Innovations Pte Ltd	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sim Sze Kuan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Sim Sze Kuan	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 2 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Invus, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Invus Advisors LLC	 	 
	 

	 	 	 	General Partner of Invus LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aflalo Guimaraes
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Aflalo Guimaraes	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment No. 2 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 





EXHIBIT A

SCHEDULE OF PURCHASERS

SERIES E PREFERED STOCK FINANCING

OCTOBER 10, 2007




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 	 	 
	Name	 	Preferred Stock	 	 	Purchase Price	 
	FIDELITY CONTRAFUND:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FIDELITY ADVISOR NEW INSIGHTS FUND
	 	 	481,170	 	 	$	1,924,679.00	 
	 
	 	 	 	 	 	 	 	 
	FIDELITY CONTRAFUND: FIDELITY CONTRAFUND
	 	 	4,389,865	 	 	$	17,559,461.00	 
	 
	 	 	 	 	 	 	 	 
	VARIABLE INSURANCE PRODUCTS FUND II:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CONTRAFUND PORTFOLIO
	 	 	1,378,965	 	 	$	5,515,860.00	 
	 
	 	 	 	 	 	 	 	 
	LEERICK SWANN HOLDINGS, LLC
	 	 	62,500	 	 	$	250,000.00	 
	 
	 	 	 	 	 	 	 	 
	LEERICK SWANN CO-INVESTMENT FUND, LLC
	 	 	78,750	 	 	$	315,000.00	 
	 
	 	 	 	 	 	 	 	 
	TOTALS
	 	 	6,391,250	 	 	$	25,565,000.00	 






 









 





FLUIDIGM CORPORATION




AMENDMENT NO. 3 TO

SERIES E PREFERRED STOCK PURCHASE AGREEMENT




     This Amendment No. 3 (the “Amendment”) to that certain Series E Preferred Stock Purchase
Agreement, dated as of June 13, 2006, as amended December 22, 2006 and further amended October 10,
2007, by and among Fluidigm Corporation, a California corporation (“Fluidigm California”) and the
Purchasers named therein (the “Purchase Agreement”), is made and entered into effective as of
October 26, 2007 (the “Effective Date”) by and among Fluidigm Corporation, a Delaware corporation
(the “Company”), and the Purchasers named herein. Capitalized terms used in this Amendment that
are not otherwise defined herein shall have the respective meanings assigned to them in the
Purchase Agreement.



RECITALS




     WHEREAS, Fluidigm California previously sold and issued an aggregate of 1,250,000 shares of
Series E Preferred Stock (the “Series E Preferred”) pursuant to the terms of the Purchase Agreement
at the Initial Closing held on June 13, 2006, an additional 4,284,749 shares of Series E Preferred
at a Subsequent Closing held on December 22, 2006, an additional 480,750 shares of Series E
Preferred at a Subsequent Closing held on March 30, 2007, and an additional 6,391,250 shares of
Series E Preferred at a Subsequent Closing held on October 10, 2007;



     WHEREAS, on July 18, 2007, Fluidigm California was merged with and into the Company, with the
Company being the surviving corporation such that the Company succeeded to all of Fluidigm
California’s rights and obligations under the Purchase Agreement and all outstanding shares of
Series E Preferred of Fluidigm California were exchanged on a one for one basis for shares of
Series E Preferred of the Company;



     WHEREAS, the Company and the Purchasers now desire to amend the terms of the Purchase
Agreement to provide that the Company may sell and issue up to 2,153,695 additional shares of
Series E Preferred (the “Additional Shares”) pursuant to the Purchase Agreement, at one or more
additional Subsequent Closings, provided that any such additional Subsequent Closings shall take
place no later than December 31, 2007.



     WHEREAS, pursuant to Section 6.5 of the Purchase Agreement, the terms of the Purchase
Agreement may be amended upon the written consent of the Company and the holder or holders of
greater than fifty percent (50%) of the outstanding Shares or the Conversion Shares;



     WHEREAS, the Purchasers who have signed below hold greater than fifty percent (50%) of the
outstanding Shares purchased under the Purchase Agreement as of the Effective Date and consent to
the changes as set forth in this Amendment;



 









 





     WHEREAS, in connection with the execution of this Amendment, the Company is amending the
Amended and Restated Certificate of Incorporation of the Company to increase the number of
authorized shares of capital stock of the Company to facilitate the sale of the Additional Shares.



     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
mutually agree as follows:



AGREEMENT




     1. Amendment to Section 1.1. Section 1.1 (Authorization of the Shares) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:




     “1.1 Authorization of the Shares. The Company will on or
before the Closing (as defined below) authorize the sale and issuance
pursuant to this Agreement of up to 18,498,531 shares (the “Shares”) of its
Series E Preferred Stock (the “Series E Preferred”), having the rights,
preferences and privileges as set forth in the Amended and Restated
Certificate of Incorporation, as amended by a Certificate of Amendment to
Amended and Restated Certificate of Incorporation dated October 10, 2007 and
a Certificate of Amendment to Amended and Restated Certificate of
Incorporation dated October 26, 2007, as attached hereto as EXHIBITS
B-1 AND B-2, respectively (together for purposes of this
Agreement, the “Restated Certificate”).”



     2. Amendment to Section 2.4. Solely in connection with the sale of Additional Shares
pursuant to this Amendment, Section 2.4 (Capitalization) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:




     “The authorized capital stock of the Company consists, or immediately
prior to the Closing will consist, of 87,385,839 shares of Common Stock
(“Common Stock”), of which 9,760,848 shares are issued and outstanding
immediately prior to the Closing and 60,114,780 shares of Preferred Stock
(“Preferred Stock”), 2,727,273 of which are designated Series A Preferred
Stock of which 2,727,273 are outstanding immediately prior to the Closing;
6,460,675 of which are designated Series B Preferred Stock of which
6,460,675 are outstanding immediately prior to the Closing; 16,854,624 of
which are designated Series C Preferred Stock, 16,364,832 of which are
issued and outstanding immediately prior to the Closing; and 13,962,261 of
which are designated Series D Preferred Stock, 13,353,333 of which are
issued and outstanding immediately prior to the Closing; and 20,109,947 of
which are designated Series E Preferred Stock, 15,361,086 of which are
issued and outstanding immediately prior to the Closing. All such issued
and outstanding shares have been duly



- 2 -









 






authorized and validly issued in compliance with applicable laws, and
are fully paid and nonassessable.




     The Company has reserved: (i) 18,498,531 shares of Series E Preferred
for issuance hereunder and 20,109,947 shares of Common Stock for issuance
upon conversion of all shares of Series E Preferred; (ii)  13,353,333 shares
of Common Stock for issuance upon conversion of the outstanding shares of
Series D Preferred; (iii) 408,928 shares of Series D Preferred for issuance
upon exercise of outstanding warrants and 408,928 shares of Common Stock for
issuance upon conversion of such Series D Preferred; (iv) 16,364,832 shares
of Common Stock for issuance upon conversion of the outstanding shares of
Series C Preferred Stock; (v) 289,792 shares of Series C Preferred Stock for
issuance upon exercise of outstanding warrants and 289,792 shares of Common
Stock for issuance upon conversion of such Series C Preferred Stock;
(vi) 6,460,675 shares of Common Stock for issuance upon conversion of the
outstanding Series B Preferred Stock; (vii) 2,727,273 shares of Common Stock
for issuance upon conversion of the outstanding Series A Preferred Stock;
and (viii) an aggregate of 12,800,000 shares of Common Stock for issuance to
employees and consultants of the Company pursuant to the Company’s 1999
Stock Option Plan, pursuant to which options to purchase 7,247,691 shares
are granted and outstanding and 1,518,223 shares are available for future
grant. As of the date hereof and after giving effect to the purchase of
Shares hereunder, each share of each series of the Company’s Preferred Stock
is convertible into one share of the Company’s Common Stock. Other than
with respect to the shares reserved for issuance in this paragraph, or as
set forth in the Ancillary Agreements (as defined below), there are no
outstanding rights, options, warrants, conversion rights, preemptive rights,
rights of first refusal or similar rights for the purchase or acquisition
from the Company of any securities of the Company. There are no outstanding
obligations of the Company to repurchase or redeem any of its securities.”



     3. Amendment to Section 2.16. Solely in connection with the sale of Additional Shares
pursuant to this Amendment, Section 2.16 (Financial Statements) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:




     “The Company has made available to each Purchaser its audited balance
sheet dated as of December 31, 2004. The Company has also made available to
each Purchaser unaudited balance sheets dated December 31, 2005 and December
31, 2006 and the unaudited statements of operations for the fiscal years
then ended (collectively, the “Financial Statements”). The Financial
Statements are complete and correct in all material respects and have been
prepared in accordance with generally



- 3 -









 






accepted accounting principles applied on a consistent basis throughout
the periods indicated. The Financial Statements accurately set out and
describe the financial condition and operating results of the Company as of
the date, and during the periods, indicated therein. Except as set forth in
the Financial Statements, the Company has no material liabilities,
contingent or otherwise, other than (i) liabilities incurred in the ordinary
course of business subsequent to December 31, 2006 and (ii) obligations
under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be
reflected in the Financial Statements, which, in both cases, individually or
in the aggregate are not material to the financial condition or operating
results of the Company.”



     4. Governing Law. This Amendment shall be governed in all respects by the laws of the
State of California, without regard to any provisions thereof relating to conflicts of laws among
different jurisdictions.



     5. Purchase Agreement. Wherever necessary, all other terms of the Purchase Agreement
are hereby amended to be consistent with the terms of this Amendment. Except as specifically set
forth herein, the Purchase Agreement shall remain in full force and effect.



     6. Counterparts; Facsimile. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which together shall constitute one
instrument. Executed signatures transmitted via facsimile will be accepted and considered duly
executed.



     7. Effect of Execution of Amendment by Certain Purchasers. This Amendment, when
executed and delivered by the Company and a Purchaser purchasing shares of Series E Preferred at a
Subsequent Closing held on or after the date hereof, shall also constitute and shall be deemed a
counterpart signature page to the Purchase Agreement. Consequently, each undersigned Purchaser
purchasing shares of Series E Preferred at a Subsequent Closing held on or after the date hereof
acknowledges and agrees that he, she or it is bound by the terms and conditions contained in the
Purchase Agreement, as amended by this Amendment, with respect to the purchase of such shares.



[Remainder of page intentionally left blank]





- 4 -











 





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3
to Series E Preferred Stock Purchase Agreement as of the Effective Date.



	 	 	 	 	 	 	 
	COMPANY:	 	FLUIDIGM CORPORATION
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gajus Worthington	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gajus Worthington,	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Fidelity Contrafund: 
	 	 	Fidelity Advisor New Insights Fund
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Lydecker
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Peter Lydecker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Fidelity Contrafund: Fidelity Contrafund
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Lydecker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Peter Lydecker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Variable Insurance Products Fund II:
	 	 	Contrafund Portfolio
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Lydecker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Peter Lydecker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 




[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Leerink Swann Holdings, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Leerink	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey Leerink	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	Leerink Swann Holdings, LLC 
	 	 	Co-Investment Fund, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donald D. Notman, Jr.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Donald D. Notman, Jr.	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 




[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



	 	 	 	 	 	 	 
	PURCHASERS:	 	Cross Creek Capital, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Cross Creek Capital Employees’ Fund, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital GP, L.P.	 	 
	 

	 	 	 	Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cross Creek Capital, LLC

Its Sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karey Barker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Karey Barker	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Wasatch Funds, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wasatch Advisors, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Venice Edwards
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Venice Edwards	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	SMALLCAP World Fund, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Capital Research and Management Company,	 	 
	 

	 	 	 	its, investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Haaga
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Paul Haaga	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	AllianceBernstein Venture Fund I, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein ESG Venture	 	 
	 

	 	 	 	Management, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AllianceBernstein Global Derivatives	 	 
	 

	 	 	 	Corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James D. Kiggen
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	James D. Kiggen	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Versant Affiliates Fund 1-A, L.P.
	 	 	Versant Affiliates Fund1-B, L.P.
	 	 	Versant Side Fund I, L.P.
	 	 	Versant Venture Capital I, L.P.
	 

	 	By:
	 	Versant Ventures I, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Samuel D. Colella
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Samuel D. Colella	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:










	 	 	 	 	 	 	 
	 	 	Lehman Brothers Healthcare Venture Capital
	 	 	L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lehman Brothers HealthCare Venture Capital	 	 
	 

	 	 	 	Associates L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashvin Rao
 

Ashvin Rao
	 	 
	 

	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers P.A. LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Deborah Nordell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Deborah Nordell	 	 
	 

	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers Partnership Account 2000/2001,
	 	 	L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ashvin Rao	 	 
	 

	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lehman Brothers Offshore Partnership Account
	 	 	2000/2001, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Offshore Partners Group Ltd., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ashvin Rao	 	 
	 

	 	Its:
	 	Vice President	 	 









[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	EuclidSR Partners, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Associates, L.P.	 	 
	 

	 	its
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	EuclidSR Biotechnology Partners, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EuclidSR Biotechnology Associates, L.P.	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine V. Jones	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Elaine V. Jones	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	General Partner	 	 






[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]



 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Interwest Partners VII, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 
	 
	 	 	 	 	 	 
	 	 	Interwest Investors VII, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	InterWest Management Partners VII, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Sweeney	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sweeney	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	As agent for the general partner	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Lilly Bioventures, Eli Lilly & Company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darren J. Carroll
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Darren J. Carroll	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Director	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Alloy Ventures 2005, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alloy Ventures 2005, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tony DiBona	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Toni DiBona	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Member of Alloy Ventures	 	 
	 

	 	 	 	2005 LLC	 	 
	 
	 	 	 	 	 	 
	 	 	Alloy Ventures 2002, L.P.
	 	 	Alloy Partners 2002, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alloy Ventures 2002, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tony DiBona	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Tony DiBona	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Member of Alloy Ventures	 	 
	 

	 	 	 	2002, LLC, the general partner of Alloy	 	 
	 

	 	 	 	Partners 2002, L.P. and Alloy Ventures	 	 
	 

	 	 	 	2002, L.P.	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 
	 

	 	/s/ Bruce Burrows
 

Bruce Burrows
	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	SightLine Healthcare Fund III, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maureen Harder
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Maureen Harder	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Biomedical Sciences Investment Fund Pte Ltd
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chu Swee Yeok
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Chu Swee Yeok	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	Singapore Bio-Innovations Pte Ltd
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sim Sze Kuan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Sim Sze Kuan	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3 to
Series E Preferred Stock Purchase Agreement as of the Effective Date.



PURCHASERS:




	 	 	 	 	 	 	 
	 	 	Invus, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Invus Advisors LLC	 	 
	 

	 	 	 	General Partner of Invus LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aflalo Guimaraes
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Aflalo Guimaraes	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






EXHIBIT A

SCHEDULE OF PURCHASERS

SERIES E PREFERRED STOCK FINANCING – SECOND EXTENDED CLOSING

OCTOBER 26, 2007




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name	 	Preferred Stock	 	Purchase Price
	CLIPPERBAY & CO.
	 	 	 	 	 	 	 	 
	SMALLCAP World Fund, Inc.
	 	 	2,153,695	 	 	$	8,614,780.00	 
	 
	 	 	 	 	 	 	 	 
	TOTALS
	 	 	2,153,695	 	 	$	8,614,780.00	 







 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3
to Series E Preferred Stock Purchase Agreement as of the 31st day of December, 2007.



	 	 	 	 	 	 	 
	COMPANY:	 	FLUIDIGM CORPORATION
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gajus Worthington
 

Gajus Worthington,
	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment No. 3
to Series E Preferred Stock Purchase Agreement as of the 31st day of December, 2007.



PURCHASER:




	 	 	 	 	 
	 

	 	/s/ Bruce Burrows
 

Bruce Burrows
	 	 





[Signature
Page to Amendment No. 3 to Fluidigm Corporation Series E Preferred Stock Purchase Agreement]




 









 






EXHIBIT A

SCHEDULE OF PURCHASER

SERIES E PREFERRED STOCK FINANCING – THIRD EXTENDED CLOSING

DECEMBER 31, 2007




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name	 	Preferred Stock	 	Purchase Price
	BRUCE BURROWS
	 	 	250,000	 	 	$	1,000,000.00	 
	 
	 	 	 	 	 	 	 	 
	TOTALS
	 	 	250,000	 	 	$	1,000,000.00	 







 












 








EXHIBIT
B




FORM
OF AMENDED AND RESTATED ARTICLES OF INCORPORATION



Superseded
by Exhibit 3.1 filed with Registration Statement on
Form S-1 on April 14, 2008.
















 








EXHIBIT
C




SCHEDULE
OF EXCEPTIONS
















 








EXHIBIT D




FORM OF EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT




Superseded
by Exhibit 4.3 filed with Registration Statement on
Form S-1 on April 14, 2008.




















 








EXHIBIT
E




FORM
OF LEGAL OPINION