exv4w4






[***] Indicates
text has been omitted from this Exhibit pursuant to a confidential treatment
request and has been filed separately with the Securities and Exchange Commission.




Exhibit 4.4










Loan
and Security Agreements


This
Loan and Security Agreement No. 4561 (this “Agreement”) is entered into as of March
29, 2005, by and between
Lighthouse Capital
Partners V, L.P. (“Lender”) and
Fluidigm
Corporation, a California corporation (“Borrower” or sometimes referred to herein as “Debtor”)
and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money.
In consideration of the mutual covenants herein contained, the parties agree as follows:



1. Definitions and Construction


1.1 Definitions. Initially capitalized terms used and not otherwise defined herein are
defined in the California Uniform Commercial Code (“UCC”).


“ACH” means the Automated Clearing House electronic funds transfer system.


“Advance” means a Loan advanced by Lender to Borrower hereunder.


“Basic Rate” means a variable per annum rate of interest equal to the Index plus the Interest
Margin which shall be subject to adjustment as provided in the Loan Agreement and/or the Note. On
and after the Loan Commencement Date the Basic Rate shall be fixed and not subject to any further
adjustments.


“Borrower’s Books” means all of Borrower’s books and records, including records concerning
Collateral, Borrower’s assets, liabilities, business operations or financial condition, on any
media, and the equipment containing such information.


“Change
of Management or Board Composition” means that (i) Borrower’s senior management shall not
include Gajus Worthington; (ii) Versant Ventures shall cease to have a representative (currently
Samuel Colella) serving on Borrower’s Board of Directors; or(iii) Lehman Brothers shall cease to
have a representative (currently Hingge Hsu) serving on Borrower’s Board of Directors;.


“Collateral” means: (i) all property listed on Exhibit A attached hereto; and (ii) all products
and proceeds of the foregoing, including proceeds of insurance and proceeds of proceeds, provided
that, notwithstanding anything to the contrary contained in this Agreement, the term Collateral
shall not include (a) any property that is subject to a Lien that is otherwise permitted pursuant
to subsection (v) of the definition of ‘Permitted Liens” and Lender agrees to execute any
instruments or documents necessary to evidence the intent of the foregoing; (b) more than 65% of
the issued and outstanding voting securities of any Subsidiary of Borrower that is not
incorporated or organized in the United States; or (c) any of the Company’s Intellectual Property
(as defined below).


“Commitment” means
$13,000,000.


“Commitment Fee” means $10,000.


“Commitment Termination Date” means the earliest to occur of (i) the earlier to occur of (a) June
1, 2005, if Borrower has not borrowed at least $2,000,000 by such date; (b) September 1, 2005, if
Borrower has not borrowed an additional $3,000,000 by such date or (c) December 1, 2005; (ii) any
Default or Event of Default that has not been cured by Borrower or waived in writing by Lender, or
(iii) Change of Management or Board Composition (unless Lender has waived this condition in
writing).


“Control Agreement” means an agreement substantially in the form of Exhibit I or otherwise
reasonably acceptable to Lender.


“Default” means any event that with the passing of time or the
giving of notice or both would become an Event of Default.


“Default Rate” means the lesser of
5% per annum above the otherwise applicable rate or the highest rate permitted by applicable
law.


“Disclosure Schedule” means the Disclosure Schedule, dated as of the date hereof, and delivered to
Lender in connection with the execution and delivery of this Agreement.


“Event of Default” is defined in Section 8.


“Funding Date” means any date on which an Advance is made to or on account of Borrower hereunder.


“Indebtedness” means (i) all indebtedness for borrowed money or the deferred purchase of property
or services, (ii) all obligations evidenced by notes, bonds, debentures or similar instruments,
(iii) all capital lease obligations, and (iv) all contingent obligations, consisting of guaranties
of Indebtedness of other persons and obligations of reimbursement with respect to letters of
credit.



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“Incumbency Certificate” means the document in the form of Exhibit E.


“Index” means the prevailing variable Prime Rate of annual interest as quoted from time to time in
the western edition of the Wall Street Journal.


“Intellectual Property” means, collectively, all rights, priorities and privileges of the Borrower
relating to intellectual property, in any medium, of any kind or nature whatsoever, now or
hereafter owned or acquired or received by Borrower, or in which Borrower now holds or hereafter
acquires or receives any right or interest, whether arising under United States, multinational or
foreign laws or otherwise, including, without limitation, any and all property of the Borrower
that is subject to, listed in or otherwise described in the Negative Pledge Agreement dated March
29, 2005 between Borrower and Lender, and shall include, in any event, all copyrights, copyright
licenses, patents, patent licenses, trademarks, trademark licenses, trade secrets, internet domain
names (including any right related to the registration thereof), proprietary or confidential
information, mask works, sources object or other programming codes, inventions (whether or not
patented or patentable), technical information, procedures, designs, knowledge, know-how,
software, data base, data, skill, expertise, recipe, experience, process, models, drawings,
materials or records. Notwithstanding the foregoing, Intellectual Property as defined above does
not include proceeds or other revenue consisting of accounts, accounts receivable, royalties,
licensing fees, or payment intangibles, obtained or owed from or on account of the licensing or
other exploitation or disposition of Intellectual Property, and all of which are included as
Collateral in the security interest granted by Borrower to Lender.


“Interest Margin” means 2.5% per annum.


“Lender’s Expenses” means all reasonable costs or expenses (including reasonable attorneys’ fees
and expenses) incurred in connection with the preparation, negotiation, modification,
administration, or enforcement of the Loan or Loan Documents, or the exercise or preservation of
any rights or remedies by Lender, whether or not suit is brought. Lender will apply deposits
(including the Commitment Fee) received by Lender, if any, towards Lender’s Expenses.


“Lien” means any lien, security interest, pledge, bailment, lease, mortgage, hypothecation,
conditional sales and title retention agreement, charge, claim, or other encumbrance.


“Liquidation Event” means any of: (i) a merger of Borrower with another entity, other than a
merger whereby the shareholders of Borrower immediately prior to such merger own at least 50% of
the outstanding voting securities of Borrower immediately after such merger; (ii) the sale (in one
or a series of related transactions) of all or substantially all of Borrower’s assets; or (iii)
any transaction (or series of related transactions) whereby the shareholders of Borrower
immediately prior to such transaction(s) own less than 50% of the outstanding voting securities of
Borrower immediately after such transaction(s).


“Loan” means all of the Advances, however evidenced, and all other amounts due or to
become due hereunder.


“Loan
Commencement Date” means March 1, 2006.


“Loan Documents” means, collectively, this Agreement, the Warrant, the Notes, the Financing
Statement and Security Agreement in the form attached as Exhibit A and all other documents,
instruments and agreements entered into between Borrower and Lender in connection with the Loan,
all as amended or extended from time to time.


“Negative Pledge Agreement” means an agreement, dated as of the date hereof, in the form of Exhibit
H.


“Note” means each Secured Promissory Note in the form of Exhibit B, delivered in connection with
each Advance.


“Notice
of Borrowing” means the form attached as Exhibit D.


“Obligations” means all Loans, debt, principal, interest, fees, charges, Lender’s Expenses and
other amounts, obligations, covenants, and duties owing by Borrower to Lender of any kind or
description (whether pursuant to the Loan Documents or otherwise (with the exception of the
Warrant), and whether or not for the payment of money), whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, and including any of the same
obtained by Lender by assignment or otherwise, and all amounts Borrower is required to pay or
reimburse by the Loan Documents, by law, or otherwise.


“Permitted Indebtedness” means: (i) the Loan; (ii) unsecured trade debt incurred in the ordinary
course of Borrower’s business; (iii) Indebtedness secured by clause (ii) and (v) of Permitted
Liens; (iv) Subordinated Indebtedness; (v) Indebtedness existing as of the date hereof and listed
on the Disclosure Schedule; (vi) Indebtedness arising from the endorsement of negotiable
instruments for deposits or
collections or similar transactions in the ordinary course of business; (vii) other Indebtedness
consisting of letters of credit and



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reimbursement obligations in an amount not to exceed $250,000; (viii) Indebtedness of (A) Borrower
to any Subsidiary that is unsecured, (B) one Subsidiary to another Subsidiary, or (C) any
Subsidiary to Borrower in an amount not to exceed $4,500,000 in the aggregate; (ix) other
Indebtedness in an outstanding principal amount not to exceed $150,000 in the aggregate; and (x)
Indebtedness incurred in connection with the extension, renewal or refinancing of any Indebtedness
of the type described in clauses (i) through (ix) above, provided that the principal amount of such
Indebtedness does not increase other than any reasonable premium in connection therewith.
Notwithstanding the foregoing, the restrictions on Indebtedness for Subordinated Indebtedness and
referenced in clause (v) of the definition of Permitted Liens shall cease at the effective date of
a public offering of Borrower’s capital stock which results in proceeds of at least $25,000,000.



“Permitted Liens” means: (i) Liens in favor of Lender; (ii) Liens disclosed in the Disclosure
Schedule; (iii) Liens for taxes, fees, assessments or other governmental charges or levies not
delinquent or being contested in good faith by appropriate proceedings, that do not jeopardize
Lender’s interest in any Collateral; (iv) Liens to secure payment of worker’s compensation,
employment insurance, old age pensions or other social security obligations of Borrower on which
Borrower is current and are in the ordinary course of its business; provided none of the same
diminish or impair Lender’s rights and remedies respecting the Collateral; and (v) Liens upon or
in any equipment (including any accessions, attachments, replacements, improvements or proceeds
thereto) acquired or held by Borrower to secure the purchase price of such equipment or
Indebtedness incurred solely for the purposes of financing such equipment, provided that the
aggregate outstanding principal amount of all such financing shall not exceed $5,000,000, (vi)
license or sublicenses of Intellectual Property granted in the ordinary course of business; (vii)
banker’s Liens, rights of setoff and similar Liens incurred on deposit and securities accounts in
the ordinary course of business; (viii) Liens arising from judgments in circumstances not
constituting and Event of Default; (ix) Liens in favor of customs and revenue authorities arising
as a matter of law to secure payments of customs duties in connections with the importation of
goods; (x) Liens on insurance proceeds in favor of insurance companies granted solely as security
for financed premiums; (xi) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s,
repairmen’s or other similar Liens arising in the ordinary course of business which are not
delinquent or remain payable without penalty or which are being contested in good faith and by
appropriate proceedings; (xii) Liens with respect to cash collateral to secure Indebtedness
otherwise permitted pursuant to clause (vii) of the definition of Permitted Indebtedness; and
(xiii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness
secured by Liens of the type described in clauses (i) through (xi) above, provided that any
extension, renewal, or replacement Lien shall be limited to the collateral securing the existing
Lien and the principal amount of such Indebtedness does not increase other than any reasonable
premium in connection therewith.



“Regulated Substance” means any substance, material or waste the use, generation, handling,
storage, treatment or disposal of which is regulated by any local or state government authority,
including any of the same designated by any authority as hazardous, genetic, cloning, fetal, or
embryonic.



“Responsible Officer” means each person as authorized by the board of directors of Borrower as set
forth on the Incumbency Certificate.



“Subordinated Indebtedness” means Indebtedness of Borrower to Singapore EDB and Invus Group that
is subordinated in both security and right of payment to the Obligations on terms and conditions
reasonably satisfactory to Lender in an amount not to exceed $6,000,000.



“Subsidiary” shall mean any entity of which a majority of the outstanding equity interests
entitled to vote for the election of directors is owned by Borrower.



“Term” means the period from and after the date hereof until the full, final and indefeasible
payment and performance of all Obligations.



“Warrant” means the Warrant, dated as of the date hereof, in favor of Lender and its affiliates to
purchase securities of Borrower substantially in the form of Exhibit C.



1.2 Interpretation. References to “Articles,” “Sections,” “Exhibits,” and “Schedules” are to
articles, sections, exhibits and schedules herein and hereto unless otherwise indicated. “Hereof,”
“herein” and “hereunder” refer to this Agreement as a whole. “Including” is not limiting. All
accounting and financial computations shall be computed in accordance with generally accepted
accounting principles consistently applied (“GAAP”). “Or” is not necessarily exclusive. All
interest computation interest shall be based on a 360-day year and actual days elapsed.




2. The Loans



2.1
Commitment. Subject to the terms hereof, Lender will make Advances to Borrower up to the principal amount of the Commitment,
before the Commitment Termination Date. Notwithstanding anything in the Loan Documents to the contrary, Lender’s obligation to make any Advances or to lend the undisbursed portion of the Commitment shall terminate on the Commitment Termination Date. Repaid principal of the Advances may not be re-borrowed.





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2.2 The Advances. A Note setting forth the specific terms of repayment will evidence each
Advance. No Advance will be made for
less than $1,000,000, unless less than $1,000,000 remains available under the Commitment for
borrowing. Absence of a Note evidencing
any portion of the Loan shall not impair Borrower’s obligation to repay it to Lender.



2.3
Terms of Payment, Repayment.




     (a) Repayment. Borrower shall repay the principal and pay interest on each Advance on the
terms set forth in the applicable Note. Amounts not paid when due hereunder or under the Note shall bear interest
at the Default Rate. If a court of competent jurisdiction determines that Lender has received payments that, if interest, would
exceed the maximum lawfully permitted, Lender will instead apply such money to fees and expenses and then to early prepayment of
principal (provided that notwithstanding anything contained in any Loan Document, any such prepayment shall not trigger any
Prepayment Fees).



     (b) ACH. All payments due to Lender must be, at Lender’s option, paid to Lender in cash or
through ACH. Borrower
shall execute and deliver the ACH Authorization Form substantially in the form of Exhibit G.
Lender shall provide Borrower an
invoice for any Obligations that are to be transferred by ACH at least 10 days in advance of
the date of any ACH funds transfer with
respect to Obligations which have become due and payable and are to be transferred by ACH.
If the ACH payment arrangement is
terminated for any reason, Borrower shall make all payments due to Lender at Lender’s
address specified in Section 11.



     (c) Default Rate. While an Event of Default has occurred and is continuing, interest on the
Loan shall be increased to
the Default Rate. Lender’s failure to charge or accrue interest at the Default Rate during
the existence of a Default shall not be deemed
a waiver by Lender of its right or claim thereto.



     (d) Date. Whenever any payment due under the Loan Documents is due on a day other than a
business day, such
payment shall be made on the next succeeding business day, and such extension of time shall
be included in the computation of interest or fees, as the case may be.


2.4 Fees. Borrower shall pay to Lender the following:




     (a) Commitment Fee. The Commitment Fee, which has been previously paid by Borrower,
and shall be applied by Lender to Lender’s Expenses and other Obligations;



     (b) Late Fee. On demand, a late charge on any sums due hereunder that are not paid when due,
in an amount equal to 2%
of the past due amount, payable on demand.



     (c) Lender’s Expenses. The payment of all Lender’s Expenses, which may become due to Lender
by Borrower
hereunder shall be payable by Borrower as set forth in Section 2.3(b). Lender’s Expenses not
paid when due shall bear interest as
principal at the Default Rate.



3. Conditions of Advances; Procedure for Requesting Advances



3.1 Conditions Precedent to any and all Advances. The obligation of Lender to make any Advances is
subject to each and
every of the following conditions precedent in form and substance satisfactory to Lender in its
sole discretion: (i) this Agreement, a
Note evidencing the Advance, the Warrant, and all other UCC financing statements, and other
documents required or as specified herein
have been duly authorized, executed and delivered; (ii) no Default or Event of Default has
occurred and is continuing; (iii) delivery of a
Notice of Borrowing with respect to the proposed Advance; (iv) Lender’s security interests in the
Collateral are valid and first priority,
except for Permitted Liens; and (v) all such other items as Lender may reasonably deem necessary
or appropriate have been delivered or
satisfied. The extension of an Advance prior to the receipt by Lender of any of the foregoing
shall not constitute a waiver by Lender of
Borrower’s obligation to deliver such item.



3.2 Procedure for Making Advances. For any Advance, Borrower shall provide Lender an irrevocable
Notice of Borrowing at
least 7 business days prior to the desired Funding Date and Lender shall only be required to make
Advances hereunder based upon
written requests which comply with the terms and exhibits of this Loan Agreement (as the same may
be amended from time to time),
and which are submitted and signed by a Responsible Officer. Borrower shall execute and deliver to
Lender a Note and such other
documents and instruments as Lender may reasonably require for each Advance made.




4. Creation of Security Interest



4.1
Grant of Security Interest. Borrower grants to Lender a valid, first priority,
continuing security interest in all present and future Collateral in order to secure prompt,
full, faithful and timely payment and performance of all Obligations.






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4.2 Inspections. Lender shall have the right upon reasonable prior notice to inspect Borrower’s
Books, including computer files,
and to make copies, and to test, inspect and appraise the Collateral, in order to verify any matter
relating to Borrower or the Collateral.



4.3 Authorization to File Financing Statements. Borrower irrevocably authorizes Lender at any time
and from time to time to
file in any jurisdiction any financing statements and amendments that: (i) name Collateral as
collateral thereunder, regardless of
whether any particular Collateral falls within the scope of the UCC; (ii) contain any other
information required by the UCC for
sufficiency or filing office acceptance, including organization identification numbers; and (iii)
contain such language as Lender
determines helpful in protecting or preserving rights against third parties. Borrower ratifies any
such filings made prior to the date
hereof.




5. Representations and Warranties



Except as set forth on the Disclosure Schedule, Borrower represents and warrants as follows:



5.1 Due Organization and Qualification. Borrower is a corporation duly formed, existing and in good
standing under the laws
of its state of incorporation and qualified and licensed to do business in, and is in good standing
in, any state in which the conduct of its
business or its ownership of property requires that it be so qualified or in which the Collateral
is located, except to the extent that such
non-compliance would not reasonably be expected to result in an adverse effect on Borrower’s
business.



5.2 Authority. Borrower has all corporate power and authority, and has taken all actions, and has
obtained all third party
consents necessary to execute, deliver, and perform the Loan Documents.



5.3 Disclosure Schedule. All information on the Disclosure Schedule is true, correct and complete.



5.4 Authorization; Enforceability. The execution and delivery hereof, the granting of the security
interest in the Collateral, the
incurring of the Obligations, the execution and delivery of all Loan Documents and the consummation
of the transactions herein and
therein contemplated have been duly authorized by all necessary action by Borrower. The Loan
Documents constitute legal, valid and
binding obligations of Borrower, enforceable in accordance with their terms, except as
enforceability may be limited by bankruptcy or
similar laws relating to enforcement of creditors’ rights generally.



5.5 Name and Location. Borrower has not done business under any name other than that specified on
the signature page hereof.
The chief executive office, principal place of business, and the place where Borrower maintains its
records concerning the Collateral
is set forth in Section 11. The Collateral is presently located at the address(es) set forth in
Section 11 and on the Disclosure Schedule
or any other location that Borrower has provided Lender with written notice thereof.



5.6 Litigation. All actions or proceedings pending by or against Borrower that could reasonably
be expected to result in a
material adverse effect on Borrower’s business before any court or administrative agency are set
forth on the Disclosure Schedule.



5.7 Financial Statements. All financial statements delivered by Borrower to Lender present fairly
in all material respects
Borrower’s financial condition for the periods indicated. All statements respecting Collateral that
have been or may hereafter be
delivered by Borrower to Lender are true, complete and correct in all material respects for the periods indicated.



5.8 Solvency. Borrower is solvent and able to pay its debts (including trade debts) as they come due.



5.9 Taxes. Borrower has filed and will file all required tax returns, and has paid and will pay all
taxes it owes other than where
the failure to comply would not reasonably be expected to have a material adverse effect on
Borrower.



5.10 Rights; Title to Assets. To Borrower’s knowledge, Borrower possesses, owns, or has the right
to use all necessary assets,
rights, trademarks, trade names, copyrights, patents, patent rights, franchises and licenses which
are required to conduct of its business
as now operated, except where the failure to possess or own could not reasonably be expected to
have a material adverse effect on
Borrower’s business. Borrower has good title to its assets, free and clear of any Liens, except for
Permitted Liens.



5.11 Full Disclosure. No written representation, warranty or other statement made by Borrower in
any Loan Document, certificate
or statement furnished to Lender contains any untrue statement of a material fact or omits to state
a material fact necessary in order to
make the statements contained in such certificates or statements not misleading (it being
recognized by Lender that projections and
estimates as to future events are not to be viewed as facts and the actual results during the
period or periods covered by any such
projections and estimates may differ from projected or estimated results).





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     5.12 Regulated Substances. Borrower complies and will comply with all laws respecting Regulated
Substances, except where the
failure to comply could not reasonably be expected to have an adverse effect on Borrower’s
business.



     5.13
Reaffirmation. Each Notice of Borrowing will constitute (i) a warranty and representation in
favor of Lender that there does
not exist any Default and (ii) subject to any amended Disclosure Schedule delivered to Lender or
any other written disclosure required
to be sent to Lender pursuant to the terms hereof, a reaffirmation as of the date thereof of all of
the representations and warranties
contained in this Agreement and the Loan Documents.



6. Affirmative Covenants



So long as any Obligations (other than inchoate indemnity obligations) remain outstanding,
Borrower covenants and agrees that it shall do all of the following:



6.1 Good Standing and Compliance. Borrower shall maintain all governmental licenses, rights and
agreements necessary for its
operations or business and comply in all respects with all statutes, laws, ordinances and
government rules and regulations to which it is
subject except where the failure to comply would not reasonably be expected to result in a material
adverse effect on Borrower.



6.2 Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) as soon as
prepared, and no later than 30
days after the end of each calendar month, a balance sheet, income statement and cash flow
statement covering Borrower’s operations
during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal
year, or such other timeframe formally
approved by Borrower’s audit committee, audited financial statements prepared in accordance with
GAAP, together with an opinion
that such financial statements fairly present Borrower’s financial condition by an independent
public accounting firm reasonably
acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or
administrative action pending or threatened in
writing against Borrower which is likely to result in liability to Borrower in excess of $100,000
(provided that Borrower shall not be
required to report notices of possibly relevant third party patents, or proposals or demands to
license intellectual property); and
(iv) such other financial information as Lender may reasonably request from time to time. Financial
statements delivered pursuant to
subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible
Officer (each an “Officer’s Certificate”) in
the form of Exhibit F.



6.3 Notice of Defaults. Upon any Default or Event of Default, an Officer’s Certificate setting
forth the facts relating to or giving
rise thereto, and the Borrower’s proposed action with respect thereto.



6.4
Use; Maintenance. Borrower, at its expense, shall (i) maintain the tangible Collateral in good condition, reasonable wear
and tear excepted, and will comply in all material respects with all laws, rules and regulations
regarding use and operation of the
tangible Collateral and (ii) repair or replace any lost or damaged Collateral except to the extent
that Borrower in its good faith
judgment deems it to be in its best interest not to repair or replace such lost or damaged
Collateral, so long as applied to a purchase or
acquisition useful to Borrower’s business.



6.5 Insurance. Borrower, at its own expense, shall maintain insurance in amounts and coverages reasonably satisfactory to
Lender. Each insurance shall: (i) name Lender loss payee or additional insured, as appropriate,
(ii) provide for insurer’s waiver of its
right of subrogation against Lender and Borrower, (iii) provide that such insurance shall not be
invalidated by any action of, or breach
of warranty by, Borrower and waive set-off, counterclaim or offset against Lender, (iv) be primary
without a right of contribution of
Lender’s insurance, if any, or any obligation on the part of Lender to pay premiums of Borrower,
and (v) require the insurer to give
Lender at least 30 days prior written notice of cancellation. Borrower shall furnish all
certificates of insurance required by Lender.



6.6 Loss Proceeds. So long as no Event of Default has occurred and is continuing, any proceeds of
insurance on or
condemnation of Collateral shall, at Borrower’s election and so long as Lender’s security interest
in such proceeds remains first
priority, be used either to repair or replace such Collateral or otherwise applied to the purchase
or acquisition of property useful to
Borrower’s business.



6.7 Further Assurances. At any time and from time to time, Borrower shall execute and deliver such further instruments and
take such further action as Lender may reasonably request to effect the intent and purposes hereof,
to perfect and continue perfected
and of first priority Lender’s security interests in the Collateral, and to effect and maintain ACH
payment arrangements.




7. Negative Covenants



So long as any Obligations (other than inchoate indemnity obligations) remain outstanding, Borrower
will not do any of the following:








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7.1 Location of Collateral. Change its chief executive office or principal place of business or
remove, except in the ordinary course of Borrower’s business, the Collateral or Borrower’s Books
from the premises listed in Section 11 and the Disclosure Schedule (or otherwise provided to Lender
in writing pursuant to this Section 7.1) without giving 30 days prior written notice to Lender.
Borrower’s practice of delivering and maintaining inventory at a customer’s location pending
testing, validation and/or acceptance of such inventory by such customer shall be deemed to be in
the “ordinary course of business” for purposes of this Agreement.



7.2 Extraordinary Transactions. Enter into any transaction not in the ordinary course of
Borrower’s business, including the sale, lease, license or other disposition of its assets, other
than (i) sales of inventory in the ordinary course of
Borrower’s business; and (ii) licenses of
intellectual property assets entered into in the ordinary course of business (provided that
licensing arrangements involving universities, governmental agencies, research institutions and
corporate partners shall be deemed in the “ordinary course of business”). The parties hereto
agree (a) strategic partnerships, strategic collaborations, sponsored research collaborations and
development transactions, (b) transactions otherwise permitted in this Article 7, and (c)
transactions for fair value involving the sale or exclusive licensing of Intellectual Property,
that is outside the scope of Borrower’s business in the biotechnology field, that is not being
commercialized or monetized by the Borrower; in each case, shall be deemed to be in the “ordinary
course of business” for purposes of this Agreement.



7.3 Restructure. Make any material change in Borrower’s corporate structure or business other than
the business of the type conducted by Borrower as of the date of this Agreement or any business
reasonably related or incidental thereto; or suspend operation of Borrower’s business.



7.4 Liens. Create, incur, assume or suffer to exist any Lien of any kind with respect to any of its
property, whether now owned or hereafter acquired, except for Permitted Liens.



7.5 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than Permitted
Indebtedness or cause or suffer any Subsidiary to create, incur, assume or suffer to exist any
Indebtedness, other than Permitted Indebtedness.



7.6 Distributions. Pay any dividends or distributions, or redeem or purchase, any capital stock,
except for (i) repurchases of capital stock from employees, consultants or directors, under
incentive stock option plans, restricted stock purchase agreements, repurchase agreements or other
similar agreements approved by the Borrower’s Board of Directors
and (ii) dividends payable solely
in capital stock.



7.7 Transactions with Affiliates. Directly or indirectly enter into any transaction with any
affiliate which is on terms less favorable to Borrower than would be obtained in an arm’s length
transaction with a non-affiliated entity; provided, any such transaction shall not be a breach of
this Section 7.7 if (i) approved by a disinterested majority of the Borrower’s Board of Directors,
or (ii) such transaction involves sales, licensing or other transfers of property between Borrower
and its Subsidiaries, or between Subsidiaries if the consideration for such sale or transfer is not
less than cost (or the fair market value of such property, if lower),
or (iii) such transaction
involves intercompany loans that are otherwise permitted by Section 7.5.



7.8
Compliance. (i) Become regulated as an “investment company” under the Investment Company Act of
1940 or extend credit to purchase or carry margin stock; (ii) fail to meet the minimum funding
requirements of ERISA; (iii) permit a Reportable Event or Prohibited Transaction, as defined in
ERISA, to occur; (iv) fail to comply with the Federal
Fair Labor Standards Act; or (v) violate any
other material law or material regulation.



7.9 UCC Effectiveness. Change its name, jurisdiction of organization, or take any other action
that could render Lender’s financing statements misleading under the Code, without giving Lender 30
days advance written notice.



7.10 Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities
owned by Borrower except accounts in which Lender has obtained a perfected first priority security
interest with the exception of (i) account number [***] with Silicon Valley Bank or a
successor account with Wells Fargo Bank securing a letter of credit in favor of Borrower’s landlord
in an amount not to exceed $250,000 in principal amount; (ii) account number [***] with
Comerica Bank or a successor account with Wells Fargo Bank securing a letter of credit in favor of
a lender providing equipment financing to Borrower in an amount not to exceed $500,000 in principal
amount; or (iii) account number [***] with Wells Fargo Bank securing a letter of credit in favor
of Borrower’s landlord in an amount not to exceed $137,527 in
principal amount; or (iv) any other
accounts at Silicon Valley Bank or Comerica Bank (other than those specified in clause (i) or (ii)
of this Section 7.10, provided that such accounts are closed and such funds are move to deposit or
securities accounts in which Lender has a perfect first priority security interest, on or before
June 30, 2005.



8. Events of Default





7











 









Any one or more of the following shall constitute an Event of Default by Borrower hereunder:



8.1
Payment. Borrower fails to pay when due and payable in accordance with the Loan Documents any
portion of the Obligations, or cancels an ACH payment or transfer Lender has initiated in
conformity with the terms hereof provided, however, that an Event of Default shall not occur on
account of a failure to pay due solely to an administrative or operational error if Borrower had
the funds to make the payment when due and makes the payment the business day following Borrower’s
knowledge of such failure to pay.



8.2 Certain Covenant Defaults. Borrower fails to perform any obligation under Section 6.5 or 6.6,
or violates any of the covenants contained in Section 7.



8.3 Other Covenant Defaults. Borrower fails or neglects to perform, keep, or observe any other
term, provision, condition, covenant, or agreement contained in this Agreement, in any of the other
Loan Documents, or in any other present or future agreement between Borrower and Lender and has
failed to cure such failure within 30 days after its occurrence.



8.4 Attachment. Any material portion of Borrower’s assets is attached, seized, subjected to a
government levy, lien, writ or distress warrant, or comes into the possession of any trustee or
receiver and the same is not returned, removed, waived, stayed, discharged or rescinded within 15
days.



8.5 Other Agreements. There is a default in any agreement to which Borrower is a party resulting in
a right by a third party, whether or not exercised, to accelerate the maturity of any Indebtedness,
in an amount greater than $ 100,000.



8.6 Judgments. One or more judgments for an aggregate of at least $100,000 is rendered against
Borrower and remains unsatisfied and unstayed for more than 30 days.



8.7 Injunction. Borrower is enjoined, restrained, or in any way prevented by court order from
continuing to conduct any material part of its business affairs, or if a judgment or other claim
becomes a Lien upon any material portion of Borrower’s assets.



8.8 Misrepresentation. Any representation, statement, or report made to Lender by Borrower was
false or misleading when made in any material respect.



8.9 Enforceability. Lender’s ability to enforce its rights against Borrower or any Collateral is
impaired in any material respect, or Borrower asserts that any Loan Document is not a legal, valid
and binding obligation of Borrower enforceable in accordance with its terms.



8.10 Involuntary Bankruptcy. An involuntary bankruptcy case remains undismissed or unstayed for 60
days or, if earlier, an order granting the relief sought is entered.



8.11 Voluntary Bankruptcy or Insolvency. Borrower commences a voluntary case under applicable
bankruptcy or insolvency law, consents to the entry of an order for relief in an involuntary case
under any such law, or consents or is subject to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian or other similar official of Borrower or any
substantial part of its property, or makes an assignment for the benefit of creditors, or fails
generally or admits in writing to its inability to pay its debts as they become due, or takes any
corporate action in furtherance of any of the foregoing.



8.12 Merger without Assumption. Borrower or all or substantially all of Borrower’s assets are
acquired by or merged into any other business entity where more than 50% of Borrower’s voting power
is transferred by existing shareholders of Borrower, and such acquirer or resulting entity either:
(i) does not pay off the Obligations at the closing of
the acquisition, merger or sale; or (ii)
does not provide an unconditional, unlimited guaranty of the Obligations in form and substance
satisfactory to Lender and is of a credit quality unacceptable to Lender.



8.13
Liquidation Event. Borrower consummates a Liquidation Event where the acquirer or resulting
entity either: (i) does not pay off the Obligations at the closing of the acquisition, merger or
sale; or (ii) does not provide an unconditional, unlimited guaranty of the Obligations in form and
substance satisfactory to Lender and is of a credit quality unacceptable to Lender.



8.14 General Electric Capital Corporation Indebtedness. The outstanding principal balance of
Borrower owed to General Electric Capital Corporation in connection with any equipment financing
shall be greater than $2,500,000 at any time after December 31, 2006.



9. Lender’s Rights and Remedies





8











 








9.1 Rights and Remedies. Upon the occurrence and continuance of any Event of Default, Lender
may, at its election, without notice of election and without demand, do any one or more of the
following, all of which are authorized by Borrower: (i) accelerate and declare the Loan and all
Obligations immediately due and payable; (ii) make such payments and do such acts as Lender
considers necessary or reasonable to protect its security interest in the Collateral, with such
amounts becoming Obligations bearing interest at the Default Rate;
(iii) exercise any and all other
rights and remedies available under the UCC or otherwise; (iv) require Borrower to assemble the
Collateral at such places as Lender may designate; (v) enter premises where any Collateral is
located, take, maintain possession of, or render unusable the
Collateral or any part of it; (vi)
without notice to Borrower, set off and recoup against any portion of
the Obligations; (vii) ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell
the Collateral, in connection with which Borrower hereby grants Lender a license to use without
charge Borrower’s premises, labels, name, trademarks, and other property necessary to complete,
advertise, and sell any Collateral; and (viii) sell the Collateral at one or more public or private
sales.



9.2 Power of Attorney in Respect of the Collateral. Borrower hereby irrevocably appoints Lender
(which appointment is coupled with an interest) its true and lawful attorney in fact with full
power of substitution, for it and in its name to, during the
existence of an Event of Default: (i)
ask, demand, collect, receive, sue for, compound and give acquittance for any and all Collateral
with full power to settle, adjust or compromise any claim, (ii) receive payment of and endorse the
name of Borrower on any items of Collateral, (iii) make all demands, consents and waivers, or take
any other action with respect to, the Collateral, (iv) file any claim or take any other action, in
Lender’s or Borrower’s name, which Lender may reasonably deem appropriate to protect its rights in
the Collateral, or (v) otherwise act with respect to the Collateral as though Lender were its
outright owner.



9.3 Charges. If Borrower fails to pay any amounts required hereunder to be paid by Borrower to any
third party, Lender may at its option pay any part thereof and any amounts so paid including
Lender’s Expenses incurred shall become Obligations, immediately due and payable, bearing interest
at the Default Rate, and secured by the Collateral. Any such payments by Lender shall not
constitute an agreement to make similar payments or a waiver of any Event of Default.



9.4 Remedies Cumulative. Lender’s rights and remedies under the Loan Documents and all other
agreements with Borrower shall be cumulative. Lender shall have all other rights and remedies as
provided under the UCC, by law, or in equity. No exercise by Lender of one right or remedy shall be
deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing
waiver. No delay by Lender shall constitute a waiver, election, or acquiescence.



9.5 Application of Collateral Proceeds. Lender will apply proceeds of sale, to the extent
actually received in cash, in the manner and order it determines in its sole discretion, and as
prescribed by applicable law.



10. Waivers; Indemnification




10.1 Waivers. Without limiting the generality of the other waivers made by Borrower herein, to the
maximum extent permitted under applicable law, Borrower hereby irrevocably waives all of the
following: (i) any right to assert against Lender as a defense, counterclaim, set-off or
crossclaim, any defense (legal or equitable), set-off, counterclaim, crossclaim and/or other claim
(a) which Borrower may now or at any time hereafter have against any party liable to Lender in any
way or manner, or (b) arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity and/or enforceability of any Loan Document, or
any security interest; (ii)
notice of presentment, dishonor, notice of intent to accelerate, protest, default, nonpayment,
maturity; (iii) the benefit of all marshalling,
valuation, appraisal and exemption laws; (iv) the
right, if any, to require Lender to (a) proceed against any person liable for any of the
Obligations as a condition to or before proceeding hereunder; or (b) foreclose upon, sell or
otherwise realize upon or collect or apply any other property, real or personal, securing any of
the Obligations, as a condition to, or before proceeding hereunder;
(v) any demand for possession
before the commencement of any suit or action to recover possession
of Collateral; and (vi) any
requirement that Lender retain possession and not dispose of Collateral until after trial or final
judgment.



10.2 Lender’s Liability for Collateral. Lender shall not in any way or manner be liable or
responsible for: (i) the safekeeping of any Collateral (except to the extent mandated by the UCC);
(ii) any loss or damage thereto occurring or arising in
any manner or fashion from any cause; (iii)
any diminution in the value thereof; or (iv) any act or default of any carrier, warehouseman,
bailee, forwarding agency, or other person or entity whomsoever. All risk of loss, damage or
destruction of the Collateral shall be borne by Borrower. Lender will have no responsibility for
taking any steps to preserve rights against any parties respecting any Collateral. Lender’s powers
hereunder are conferred solely to protect its interest in the Collateral and do not impose any duty
to exercise any such powers. None of Lender or any of its officers, directors, employees, agents or
counsel will be liable for any action lawfully taken or omitted to be taken hereunder or in
connection herewith (excepting gross negligence or willful misconduct), nor under any circumstances
have any liability to Borrower for lost profits or other special, indirect, punitive, or
consequential damages. Lender retains any documents delivered by Borrower only for its purposes and
for such period as Lender, at its sole discretion, may determine necessary, after which time Lender
may destroy such records without notice to or consent from Borrower.



9











 





10.3 Indemnification. Borrower shall, on an after tax basis, defend, indemnify, and
hold Lender and each of its officers, directors, employees, counsel, partners, agents and
attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges,
expenses or disbursements (including Lender’s Expenses and reasonable attorney’s fees and the
allocated cost of in-house counsel) of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement and any other Loan
Documents, or the transactions contemplated hereby and thereby, with respect to noncompliance with
laws or regulations respecting Regulated Substances, government secrecy or technology export, or
any Lien not created by Lender or right of another against any Collateral, even if the Collateral
is foreclosed upon or sold pursuant hereto, and with respect to any investigation, litigation or
proceeding before any agency, court or other governmental authority relating to this Agreement or
the Advances or the use of the proceeds thereof, whether or not any Indemnified Person is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that Borrower
shall have no obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The
obligations in this Section shall survive the Term. At the election of any Indemnified Person,
Borrower shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified
Person, at the sole cost and expense of Borrower. All amounts owing under this Section shall be
paid within 30 days after written demand.



11. Notices




All notices shall be in writing and personally delivered or sent by certified mail, postage
prepaid, return receipt requested, or by confirmed facsimile, at the respective addresses set
forth below:



	 	 	 
	If to Borrower:

	 	If to Lender:
	 
	 	 
	Fluidigm Corporation

	 	Lighthouse Capital Partners V, LP
	7100 Shoreline Court

	 	500 Drake’s Landing Road
	South San Francisco, California 94080

	 	Greenbrae, California 94904
	Attention:
General Counsel,

Director of
Finance

	 	Attention: Contract Administrator
	FAX: (650)871-7152

	 	FAX: (415)925-3387






12. General Provisions




12.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties’
respective successors and permitted assigns. Borrower may not assign any rights hereunder without
Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole
discretion. Lender shall have the right without the consent of or notice to Borrower to sell,
transfer, negotiate, or grant participations in all or any part of any Loan Document, provided that
Lender shall not sell, transfer, negotiate, or grant participations in all or any part of any Loan
Document to any competitor of Borrower.



12.2 Time of Essence. Time is of the essence for the performance of all Obligations.



12.3 Severability of Provisions. Each provision hereof shall be severable from every other
provision in determining its legal enforceability.



12.4 Entire Agreement. This Agreement and each of the other Loan Documents dated as of the date
hereof, taken together, constitute and contain the entire agreement between Borrower and Lender
with respect to their subject matter and supersede any and all prior agreements, negotiations,
correspondence, understandings and communications between the parties, whether written or oral.
This Agreement is the result of negotiations between and has been reviewed by the Borrower and
Lender as of the date hereof and their respective counsel; accordingly, this Agreement shall be
deemed to be the product of the parties hereto, and no ambiguity shall be construed in favor of or
against Borrower or Lender. This Agreement may only be modified with the written consent of Lender.
Any waiver or consent with respect to any provision of the Loan Documents shall be effective only
in the specific instance and for the specific purpose for which it was given. No notice to or
demand on Borrower in any one case shall entitle Borrower to any other or further notice or demand
in similar or other circumstances.



12.5 Reliance by Lender. All covenants, agreements, representations and warranties made herein
by Borrower shall, notwithstanding any investigation by Lender, be deemed to be material to and to
have been relied upon by Lender.



12.6 No Set-Offs by Borrower. All sums payable by Borrower pursuant to this Agreement or any of the
other Loan Documents shall be payable without notice or demand and shall be payable in United
States Dollars without set-off or reduction of any manner whatsoever.



10











 






12.7 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which, when taken together, shall constitute
one and the same original instrument.



12.8 Survival. All covenants, representations and warranties made in this Agreement shall continue
in full force and effect so long as any Obligations (other than inchoate indemnity obligations)
remain outstanding.



12.9 No
Original Issue Discount. Borrower and Lender acknowledge and agree that the Warrant is part
of an investment unit within the meaning of Section 1273(c)(2) of the Internal Revenue Code, which
includes the Loan. Borrower and Lender further agree as between them, that the fair market value of
the Warrant is $100 and that, pursuant to Treas. Reg. § 1.1273-2(h), $100 of the issue price of the
investment unit will be allocable to the Warrant and the balance shall be allocable to the Loans.
Borrower and Lender agree to prepare their federal income tax returns in a manner consistent with
the foregoing and, pursuant to Treas. Reg. § 1.1273, the original issue discount on the Loan shall
be considered to be zero.



12.10 Relationship of Parties. The relationship between Borrower and Lender is, and at all times
shall remain, solely that of a borrower and lender. Lender is not a partner or joint venturer of
Borrower; nor shall Lender under any circumstances be deemed to be in a relationship of confidence
or trust or have a fiduciary relationship with Borrower or any of its affiliates, or to owe any
fiduciary duty to Borrower or any of its affiliates. Lender does not undertake or assume any
responsibility or duty to Borrower or any of its affiliates to select, review, inspect, supervise,
pass judgment upon or otherwise inform any of them of any matter in connection with its or their
property, the Loans, any Collateral or the operations of Borrower or any of its affiliates.
Borrower and each of its affiliates shall rely entirely on their own judgment with respect to such
matters, and any review, inspection, supervision, exercise of judgment or supply of information
undertaken or assumed by Lender in connection with such matters is solely for the protection of
Lender and neither Borrower nor any affiliate is entitled to rely thereon.



12.11
Choice of Law and Venue; Jury
Trial Waiver. This Agreement shall be governed by and construed in
accordance with, the internal laws of the State of California,
without regard to principles of conflicts of law. Each of Borrower
and Lender hereby submits to the exclusive jurisdiction of the State
and Federal courts located in the City and County of San Francisco,
State of California. Borrower and lender hereby waive their
respective rights to a jury trial of any claim or cause of action
based upon or arising out of any of the Loan Documents or any of the
transactions contemplated therein, including contract claims, tort
claims, breach of duty claims, and all other common law or statutory
claims. Each party further waives any right to consolidate any action
in which a jury trial has been waived with any other action in which
a jury trial cannot be or has not been waived.



12.12 Termination. Upon the full, faithful and indefeasible payment and performance of all
Obligations(other than inchoate indemnity obligations) and the termination of any commitment to
extend credit under this Agreement, the security interest granted herein and under the other Loan
Documents shall terminate and this Agreement and the other Loan Documents (other than the Warrant)
shall terminate, except for any inchoate indemnity obligations under
Section 10.3 of this
Agreement.



In
Witness Whereof, the parties hereto have executed this Agreement as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Fluidigm
Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 

	 	 	 	 	 	By:
	 	Lighthouse
Management Partners V, L.L.C., 

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gajus Worthington
 

	 	 	 	By:
	 	/s/ Thomas Conneely
 

	 	 
	Name:

	 	 Gajus Worthington	 	 	 	Name:
	 	Thomas Conneely	 	 
	Title:

	 	PRESIDENT & CEO	 	 	 	Title:
	 	Vice President	 	 







Exhibit A           Collateral Description

Exhibit B           Form of Note

Exhibit C           Form of Preferred Stock Warrant

Exhibit D           Form of Notice of Borrowing

Exhibit E           Form of Incumbency Certificate

Exhibit F           Form of Officers Certificate

Exhibit G          ACH Authorization

Exhibit H          Form of Negative Pledge Agreement

Exhibit I            Control Agreement





11













 






Exhibit A


Collateral



This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor’s interests in all of the
following types or items of property described on this Exhibit A (collectively, the “Collateral”),
wherever located and whether now owned or hereafter acquired, and Debtor hereby grants Secured
Party a security interest therein as collateral for the payment and performance of all present and
future indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, howsoever
arising. Debtor agrees that said security interest may be enforced by Secured Party in accordance
with the terms of all security and other agreements between Secured Party and Debtor, the
California Uniform Commercial Code, or both, and that this document shall be fully effective as a
security agreement, even if there is no other security or other agreement between Secured Party or
Debtor:



All assets of the Debtor; all personal property of Debtor;



All “accounts”, “general intangibles”, “chattel paper”, “contract rights”, “documents”,
“instruments”, “deposit accounts”, “inventory”, “farm products”, “fixtures” and “equipment”, as
such terms are defined in Division 9 of the California Uniform Commercial Code in effect on the
date hereof;



All general intangibles of every kind, including without limitation, federal, state and local tax
refunds and claims of all kinds; all rights as a licensee or any kind; all customer lists,
telephone numbers, and purchase orders, and all rights to purchase, lease sell, or otherwise
acquire or deal with real or personal property and all rights relating thereto;



All returned and repossessed goods and all rights as a seller of goods; all collateral securing
any of the foregoing; all deposit accounts, special and general, whether on deposit with Secured
Party or others;



All life and other insurance policies, claims in contract, tort or otherwise, and all judgments now
or hereafter arising therefrom;



All right, title and interest of Debtor, and all of Debtor’s rights, remedies, security and liens,
in, to and in respect of all accounts and other collateral, including, without limitation, rights
of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an
unpaid vendor, lienor or secured party, and all guarantees and other contracts of suretyship with
respect to any accounts and other collateral, and all deposits and other security for any accounts
and other collateral, and all credit and other insurance;



All notes, drafts, letters of credit, contract rights, and things in action; all drawings,
specifications, blueprints and catalogs; and all raw materials, work in process, materials used or
consumed in Debtor’s business, goods, finished goods, returned goods and all other goods and
inventory of whatsoever land or nature, any and all wrapping, packaging, advertising and shipping
materials, and all documents relating thereto, and all labels and other devices, names and marks
affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or
manufacturer thereof;



All inventory wherever located; all present and future claims against any supplier of any of the
foregoing, including claims for defective goods or overpayments to or undershipments by suppliers;
all proceeds arising from the lease or rental of any of the foregoing;



All equipment and fixtures, including without limitation all machinery, machine tools, motors,
controls, parts, vehicles, workstations, tools, dies, jigs, furniture, furnishings and fixtures;
and all attachments, accessories, accessions and property now or hereafter affixed to or used in
connection with any of the foregoing, and all substitutions and replacements for any of the
foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing;



All investment property;



All books, records, ledger cards, computer data and programs and other property and general
intangibles at any time evidencing or relating to any or all of the foregoing; and



All cash and non-cash products and proceeds of any of the foregoing, in whatever form, including
proceeds in the form of inventory, equipment or any other form of personal property, including
proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for
loss or damage to, or destruction of, or otherwise relating to, any or all of the foregoing.



NOTICE — PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO
FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN (EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO SUCH
AGREEMENT), THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE


1



 









 






WITH SECURED PARTY’S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A
SECURITY INTEREST IN DEBTOR’S ACCOUNTS, CHATTEL PAPER, GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY
TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY.



Notwithstanding any of the foregoing, this Financing Statement and Security Agreement does not
cover any of Debtor’s interests in, and the Collateral shall not under any circumstance include,
and no security interest is granted in, (i) any property that is subject to a Lien that is
otherwise permitted pursuant to subsection (v) of the definition of “Permitted Liens” as defined
in that certain Loan and Security Agreement, dated as of March 29, 2005, by and between Secured
Party and Debtor, and Secured Party agrees to execute any instruments or documents necessary to
evidence the intent of the foregoing, (ii) more than 65% of the issued and outstanding voting
securities of any subsidiary of Debtor that is not incorporated or organized in the United States,
or (iii) Debtor’s Intellectual Property, including, without limitation, any and all property of
the Debtor that is subject to, listed in or otherwise described in the Negative Pledge Agreement
dated March 29, 2005 between the Secured Party and the Debtor. “Intellectual Property” means,
collectively, all rights, priorities and privileges of the Debtor relating to intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or
received by Debtor, or in which Debtor now holds or hereafter acquires or receives any right or
interest, whether arising under United States, multinational or foreign laws or otherwise, and
shall include, in any event, all copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, trade secrets, internet domain names (including any right related
to the registration thereof), proprietary or confidential information, mask works, sources object
or other programming codes, inventions (whether or not patented or patentable), technical
information, procedures, designs, knowledge, know-how, software, data base, data, skill,
expertise, recipe, experience, process, models, drawings, materials or records. Notwithstanding
the foregoing, Intellectual Property as defined above does not include proceeds or other revenue
consisting of accounts, accounts receivable, royalties, licensing fees, or payment intangibles
obtained or owed from or on account of the licensing or other exploitation or disposition of
Intellectual Property, none of which are excluded, and all of which are included as collateral in
the security interest granted by Debtor to Secured Party.




	 	 	 	 	 	 	 	 	 	 	 
	“Debtor”	 	 	 	“Secured
Party”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fluidigm Corporation, a California corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 

	 	 	 	 	 	By:
	 	Lighthouse
Management Partners V, L.L.C.,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	By:	 	 
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Title:

	 	 	 	 	 	Name:	 	 
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






2











 






Exhibit B




[                    ]




Secured Promissory Note



This
Secured Promissory Note
(this “Note”) is made
                    ,
200           ,
by Fluidigm Corporation
(“Borrower”) in favor
of Lighthouse
Capital Partners V, L.P. (collectively with its assigns, “Lender”).
Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan
and Security Agreement No. 4561 between Borrower and Lender
dated March 29, 2005 (the “Loan
Agreement”).



For Value Received, Borrower promises to pay in lawful money of the United States, to the
order of Lender, at 500 Drake’s Landing Road, Greenbrae, California 94904, or such other place as
Lender may from time to time designate (“Lender’s Office”), the principal
 sum of $                     (the “Advance”), including interest on the unpaid balance and all other amounts due or to
become due hereunder according to the terms hereof and of the Loan Agreement.



“Basic Rate” means a variable per annum rate of interest equal to the Index plus the Interest
Margin which shall be subject to adjustment as provided herein. On and after the Loan Commencement
Date the Basic Rate shall be fixed and not subject to any further adjustments.



“Final Payment” means 9% of the Advance.



“Index” means the prevailing variable Prime Rate of annual interest as quoted from time to time in
the western edition of the Wall Street Journal.



“Interest
Margin” means 2.5% per annum.

“Loan
Commencement Date” means March 1, 2006.

“Maturity Date” means the last day of the Repayment Period, or if earlier, the date of prepayment
under the Note.

“Payment Date” means the first day of each calendar month.



“Prepayment
Fee” means (i) if prepaid in the calendar year 2006, 3% of the outstanding principal
amount being prepaid; (ii) if prepaid in the calendar year 2007, 2% of the outstanding principal
amount being prepaid; and (iii) if prepaid in the calendar year 2008 or 2009, 1% of the
outstanding principal amount being prepaid.



“Repayment Period” means the period beginning on the Loan Commencement Date and continuing for 36
calendar months.



1. Repayment. Borrower shall pay principal and interest due hereunder from the Funding Date, until
this Note is paid in full, on
each Payment Date pursuant to the terms of the Loan Agreement and this Note. Prior to the Loan
Commencement Date, Borrower
shall pay to Lender, monthly in advance on each Payment Date, interest calculated using the Basic
Rate prevailing on the first business
day of such calendar month. Beginning on the Loan Commencement Date and on each Payment Date
thereafter during the Repayment
Period, Borrower shall make equal installments of principal and interest in advance, calculated at
the Basic Rate. On the Maturity
Date, Borrower shall pay, in addition to all unpaid principal and interest outstanding hereunder,
the Final Payment.



2. Interest. Interest not paid when due will, to the maximum extent permitted under applicable law,
become part of principal, at
Lender’s option, and thereafter bear like interest as principal. Interest shall be computed on the
basis of a 360 day year. All
Obligations not paid when due shall bear interest at the Default Rate unless waived in writing by
Lender. All amounts paid hereunder
will be applied to the Obligations in Lender’s discretion and as provided in the Loan Agreement.



3.
Voluntary Prepayment. Borrower may prepay the Note if and only if
Borrower pays to Lender (i)
the outstanding principal
amount of this Note and any unpaid accrued interest
(ii) the Final Payment, (iv) the Prepayment
Fee, and (v) all other sums, if any, that
shall have become due and payable hereunder with respect to this Note.



4. Collateral. This Note is secured by the Collateral.




1











 






5. Waivers. Borrower, and all guarantors and endorsers of this Note, regardless of the time, order or
place of signing, hereby
waive notice, demand, presentment, protest, and notices of every kind, presentment for the purpose
of accelerating maturity, diligence
in collection to the fullest extent permitted by law.



6.
Choice of Law; Venue. This
Note shall be governed by, and construed in accordance with the
internal
laws of the State of
California, without regard to principles of conflicts of law. Each of
Borrower and Lender hereby submits to the exclusive jurisdiction of
the State and Federal courts
located in the City and County of San Francisco, State of California.
Borrower and Lender each
hereby waive their respective rights to a jury trial of any claim or cause of action based upon or
arising out of this Note. Each party further waives any right to consolidate any action in which a
jury trial has been waived with any other action in which a jury trial cannot be or has not been
waived.



7.
Miscellaneous.  The Note 
may be modified only by 
a writing signed by Borrower and
Lender. Each provision hereof is severable from every other provision hereof and of the Loan Agreement when determining its
legal enforceability. Sections and
subsections are titled for convenience, and not for construction. “Hereof,” “herein,” “hereunder,”
and similar words refer to this Note
in its entirety. “Or” is not necessarily’ exclusive. “Including” is not limiting. The terms and
conditions hereof inure to the benefit of
and are binding upon the parties’ respective permitted successors and assigns. This Note is subject
to all the terms and conditions of
the Loan Agreement.



In Witness Whereof, Borrower has caused this Note to be executed by a duly authorized
officer as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 
	 	 	 	 
	 	 
	 

	 	Title:
	 	 

	 	 
	 
	 	 	 	 
	 	 
	 

	 	 	 	 

	 	 






2











 






Exhibit
C

Warrants





1












 




NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH SALE
OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS.




PREFERRED STOCK PURCHASE WARRANT




	 	 	 
	Warrant No.                                        

	 	Number of Shares: initially, 185,714
	 

	 	Series D Preferred Stock
	 

	 	subject to increase as set forth below






Fluidigm
Corporation




Effective
as of March 29, 2005




Void after March 29, 2012




     1. Issuance.
This Preferred Stock Purchase Warrant (the “Warrant”)
is issued to Lighthouse
Capital Partners V, L.P. by 
Fluidigm Corporation, a California corporation
(hereinafter with its successors
called the “Company”).



     2. Purchase Price; Number of Shares.



     (a) The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is
entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the
principal office of the Company, to purchase from the Company, at a price per share of $2.80 (the “Purchase
Price”), 185,714 fully
paid and nonassessable shares of the Company’s Series D Preferred Stock, (the “Exercise
Quantity”), $0.001 par
value (the “Preferred Stock”).



     (b) On the Commitment Termination Date, the Exercise Quantity shall automatically be increased
by
such additional number of shares (rounded to the nearest whole share) of Series D Preferred
Stock, if any, as is equal
to the amount determined by dividing (A) 4% of the Aggregate Advances under the Loan
Agreement, if any, by (B)
the Purchase Price


In addition to other terms which may be defined herein, the following terms, as used in this
Warrant, shall have the following meanings:





	 	(i)	 	“Aggregate Advances” means the aggregate original dollar amount of all
Advances made under the Loan Agreement, whether such Advances are outstanding or
prepaid, at the time of any scheduled adjustment to the Exercise Quantity.
	 
	 	(ii)	 	“Loan Agreement” means that certain Loan and Security Agreement No. 4561 dated
March 29, 2005 between the Company and Lighthouse Capital Partners V, L.P..




Any capitalized term not defined herein shall have the meaning as set forth in the Loan Agreement.





1.









 







Until such time as this Warrant is exercised in full or expires, the Purchase Price and the
securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter
provided. The person or persons in whose name or names any certificate representing shares of
Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the
shares represented thereby as at the close of business on the date this Warrant is exercised with
respect to such shares, whether or not the transfer books of the Company shall be closed.




     3. Payment
of Purchase Price. The Purchase Price may be paid (i) in cash or by check, (ii) by
the
surrender by the Holder to the Company of any promissory notes or other obligations issued by
the Company, with
all such notes and obligations so surrendered being credited against the Purchase Price in an
amount equal to the
principal amount thereof plus accrued interest to the date of surrender, or (iii) by any
combination of the foregoing.



     4. Net
Issue Election. The Holder may elect to receive, without the payment by the Holder of
any
additional consideration, shares of Preferred Stock equal to the value of this Warrant or any
portion hereof by the
surrender of this Warrant or such portion to the Company, with the net issue election notice
annexed hereto duly
executed, at the principal office of the Company. Thereupon, the Company shall issue to the
Holder such number of
fully paid and nonassessable shares of Preferred Stock as is computed using the following
formula:



	 	 	 	 	 	 	 
	 

	 	X=
	Y(A-B)
 

A
	 	 






	 	 	 	 	 
	where:

	 	X =
	 	the number of shares of Preferred Stock to be issued to the
Holder pursuant to this Section 4.
	 
	 	 	 	 
	 

	 	Y =
	 	the number of shares of Preferred Stock covered by this
Warrant in respect of which the net issue election is made
pursuant to this Section 4.
	 
	 	 	 	 
	 

	 	A =
	 	the Fair Market Value (defined below) of one share of
Preferred Stock, as determined at the time the net issue
election is made pursuant to this Section 4.
	 
	 	 	 	 
	 

	 	B =
	 	the Purchase Price in effect under this Warrant at the time
the net issue election is made pursuant to this Section 4.






          “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of
the Company’s common stock, $0.001 par value (the “Common Stock”) if the Preferred Stock has been
automatically converted into Common Stock) as of the date that the net issue election is made (the
“Determination Date”) shall mean:




          (i) If the net issue election is made in connection with and contingent upon the closing of the
sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration
Statement under the Securities Act of 1933, as amended (a “Public Offering”), and if the Company’s
Registration Statement relating to such Public Offering (“Registration Statement”) has been
declared effective by the Securities and Exchange Commission, then the initial “Price to Public”
specified in the final prospectus with respect to such offering multiplied by the number of shares
of Common Stock into which each share of Preferred Stock is then convertible.



          (ii) 
If the net issue election is not made in connection with and
contingent upon a Public Offering, then as follows:





               (a) If traded on a securities exchange or the Nasdaq National Market, the fair
market value of the Common Stock shall be deemed to be the average of the closing or last reported
sale prices of the Common Stock on such exchange or market over the five day period ending five
trading days prior to the Determination Date, and the fair market value of the Preferred Stock
shall be deemed to be such fair market value of the Common Stock multiplied by the number of
shares of Common Stock into which each share of Preferred Stock is then convertible;



2.









 





               (b) If otherwise traded in an over-the-counter market, the fair market value
of the
Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over
the five day period ending five trading days prior to the Determination Date, and the fair market
value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock
multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then
convertible; and



               (c) If
there is no public market for the Common Stock, then fair market value shall
be determined in good faith by the Company’s Board of Directors.



     5. Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled
to
receive a new warrant, which shall be dated as of the date of this Warrant, covering the
number of shares in respect
of which this Warrant shall not have been exercised.



     6. Fractional Shares. In no event shall any fractional share of Preferred Stock be issued upon
any
exercise of this Warrant. If, upon exercise of this Warrant in its entirety, the Holder would,
except as provided in
this Section 6, be entitled to receive a fractional share of Preferred Stock, then the Company
shall issue the next
higher number of full shares of Preferred Stock, issuing a full share with respect to such
fractional share.



     7. Expiration Date; Automatic Exercise. This Warrant shall expire at the close of
business on
March 29, 2012, and shall be void thereafter (the “Expiration Date”). Notwithstanding the
term of this Warrant
fixed pursuant to this Section 7, and provided Holder has received advance written notice of
at least twenty (20)
days and has not earlier exercised this Warrant, and provided this Warrant has not been
assumed by the successor
entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant
shall automatically
be exercised pursuant to Section 4 hereof, without any action by Holder. “Merger” means: (i)
a sale of all or
substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or
(ii) the merger,
consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other
than a merger or
consolidation for the principle purpose of changing the domicile of the Company or a bona fide
round of preferred
stock equity financing), that results in the Company’s shareholders immediately prior to such
merger, consolidation,
or acquisition holding, immediately thereafter, less than a majority of the outstanding
voting securities of the
successor corporation or its parent. “Unaffiliated Entity” means any entity that is owned or
controlled by parties
who own less than twenty percent (20%) of the combined voting power of the voting securities
of the Company
immediately prior to such merger or sale of assets, consolidation or acquisition.
Notwithstanding the foregoing, in
the event that any outstanding warrants to purchase equity securities of the Company (it being
acknowledged and
agreed that options to acquire common stock issued to officers, directors, employees and
consultants shall not be
deemed “warrants”) are assumed by the successor entity of a Merger (or parent thereof), this
Warrant shall also be
similarly assumed and the automatic exercise provision in this Section 7 shall have no effect.
The Company agrees
to give the Holder written notice promptly after it has entered into a definitive agreement
relating to any proposed
Merger and written notice of termination of any definitive agreement relating to any proposed
Merger.
Notwithstanding anything to the contrary in this Warrant, (i) the Holder may expressly make
any voluntary exercise
of this Warrant contingent on, and effective immediately prior to, the consummation of such
Merger and (ii) any
automatic exercise of this Warrant in connection with a Merger shall be conditioned on
consummation of such
Merger and shall be effective immediately prior thereto.



     8. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and
after
the date hereof reserve and keep available such number of its authorized shares of Preferred
Stock and Common
Stock free from all preemptive or similar rights therein, as will be sufficient to permit,
respectively, the exercise of
this Warrant in full and the conversion into shares of Common Stock of all shares of Preferred
Stock receivable
upon such exercise. The Company further covenants that such shares as may be issued pursuant
to such exercise
and/or conversion will, upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all
taxes, liens and charges with respect to the issuance thereof.



     9. Stock Splits and Dividends. If after the date hereof the Company shall subdivide the
Preferred
Stock, by split-up or otherwise, or combine the Preferred Stock, or issue additional shares of
Preferred Stock in
payment of a stock dividend on the Preferred Stock, the number of shares of Preferred Stock
issuable on the exercise



3.









 




of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall
forthwith be proportionately decreased in the case of a subdivision or stock dividend, or
proportionately increased in the case of a combination.




     10. Adjustments for Diluting Issuances. The antidilution rights applicable to the Series D
Preferred
Stock of the Company are set forth in the Amended and Restated Articles of Incorporation, as
amended from time to
time (the “Articles”), a true and complete copy in its current form which has been made
available to Holder. Such
rights shall not be restated, amended or modified in any manner which affects the Holder
differently than the holders
of outstanding Series D Preferred Stock without such Holder’s prior written consent. The
Company shall provide
the Holder hereof with any restatement, amendment or modification to the Articles promptly
after the same has been
made.



     11. Mergers and Reclassifications. (a) Except as set forth in Section 7, If after the
date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a
condition of such Reorganization, lawful provisions shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the Holder, so that
the Holder shall thereafter have the right to purchase, at a total price not to exceed that
payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and
other securities and property receivable upon such Reorganization by a holder of the number of
shares of Preferred Stock which might have been purchased by the Holder immediately prior to such
Reorganization, and in any such case appropriate provisions shall be made with respect to the
rights and interest of the Holder to the end that the provisions hereof (including without
limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable
hereunder and the provisions relating to the net issue election) shall thereafter be applicable in
relation to any shares of stock or other securities and property thereafter deliverable upon
exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include
without limitation any reclassification, capital reorganization or change of the Preferred Stock
(other than as a result of a subdivision, combination or stock dividend provided for in Section 9
hereof), or any consolidation of the Company with, or merger of the Company into, another
corporation or other business organization (other than a merger in which the Company is the
surviving corporation and which does not result in any reclassification or change of the
outstanding Preferred Stock), or any sale or conveyance to another corporation or other business
organization of all or substantially all of the assets of the Company.



          (b) Notwithstanding any other provision of this Warrant, in the event of an automatic
conversion of the Company’s outstanding Series D Preferred Stock into Common Stock in accordance
with the Company’s Articles, as in effect from time to time, this Warrant shall thereafter
represent the right to acquire for the aggregate Purchase Price (as then in effect) the number of
shares of Common Stock into which the number of shares of Preferred Stock issuable upon exercise
of this Warrant would have then been convertible.




     12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided,
the
Company shall promptly deliver to the Holder a certificate of the Company’s chief financial
officer (or other
appropriate officer) setting forth the Purchase Price after such adjustment and setting forth
a brief statement of the
facts requiring such adjustment.



     13. Notices of Record Date, Etc. In the event of:



          (a) any taking by the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any dividend or other
distribution, or any right
to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any
class or any other
securities or property, or to receive any other right;




          (b) any reclassification of the capital stock of the Company, capital reorganization of the
Company, consolidation or merger involving the Company, or sale or conveyance of all or
substantially all of its
assets; or




          (c) any voluntary or involuntary dissolution, liquidation or winding-up of the
Company;




4.









 





then in each such event the Company will provide or cause to be provided to the Holder a written
notice thereof. Such notice shall be provided at least twenty (20) business days prior to the date
specified in such notice on which any such action is to be taken.




     14. Representations, Warranties and Covenants. This Warrant is issued and delivered by the
Company and accepted by each Holder on the basis of the following representations, warranties
and covenants made
by the Company:



          (a) The Company has all necessary corporate power and authority to issue, execute and
deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly
authorized issued,
executed and delivered by the Company and is the valid and binding obligation of the Company,
enforceable in
accordance with its terms, except as enforceability may be limited by bankruptcy or similar
laws relating to the
enforcement of creditors’ rights generally.




          (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly
authorized and reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be
validly issued, fully paid and nonassessable.




          (c)
The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms
hereof will not, (i) violate
or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule,
judgment or order applicable
to the Company, (ii) violate, contravene or result in a breach or default under any contract,
agreement or instrument
to which the Company is a party or by which the Company or any of its assets are bound or
(iii) require the consent
or approval of or the filing of any notice or registration with any person or entity (other
than such notices or filings
as may be required under applicable securities laws).




          (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this
Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock
are, issued and
outstanding, the Company will provide to the Holder the financial and other information
described in that certain
Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners
V, L.P. dated as of
March 29, 2005.




          (e) As of the date hereof, the authorized capital stock of the Company consists of (i)
65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and
185,714 shares are
reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the
conversion of the
Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred
Stock, (ii) 2,727,273
shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares,
(iii) 6,460,675 shares of
Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv)
20,551,163 shares of Series C
Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716
shares of Series D
Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered
a capitalization
table to Holder summarizing the capitalization of the Company. At the request of Holder, not
more than once per
calendar quarter, the Company will provide Holder with a current capitalization table
indicating changes, if any, to
the number of outstanding shares of common stock and preferred stock.




     15. Registration Rights. The Company grants to the Holder all the rights of a “Holder” [and
an
“Investor”] under the Company’s Amended and Restated Investors’ Rights Agreement dated as of
December 18,
2003 (the “Rights Agreement”), including, without limitation, the registration rights
contained therein, and agrees to
amend the Rights Agreement so that (i) the shares of Common Stock issuable upon conversion of
the shares of
Preferred Stock issuable upon exercise of this Warrant shall be “Registrable Securities,” and
(ii) the Holder shall be
a “Holder” [and an “Investor"] for all purposes of such Rights Agreement.



     16. Amendment. The terms of this Warrant may be amended, modified or waived only with the
written consent of the Holder and the Company.




5.












 





     17. Representations and Covenants of the Holder. This Warrant has been entered into by the
Company in reliance upon the following representations and covenants of the Holder, which by its
execution hereof the Holder hereby confirms:



          (a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock
issuable upon exercise of the Holder’s rights contained herein will be acquired for investment and
not with a view to the sale or distribution of any part thereof, and the Holder has no present
intention of selling or engaging in any public distribution of the same except pursuant to a
registration or exemption.




          (b) Accredited Investor. Holder is an “accredited investor” within the meaning of Rule 501 of
Regulation D, promulgated under the 1933 Act as presently in effect.




          (c) Private Issue. The Holder understands (i) that neither the issuance of this Warrant nor
the issuance of any shares of the Company’s capital stock issuable upon exercise of the Holder’s
rights contained herein has been registered under the 1933 Act or qualified under applicable state
securities laws on the ground that the issuances contemplated by this Warrant will be exempt from
the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on
such exemption is predicated on the representations of the Holderset forth in this Section 17.




          (d) Financial Risk. The Holder has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment and has the ability
to bear the economic risks of its investment.




     18. Notices, Transfers, Etc.



          (a) Any notice or written communication required or permitted to be given to the Holder may be
given by certified mail or delivered to the Holder at the address most recently provided by the
Holder to the Company.




          (b) Subject to compliance with applicable federal and state securities laws, this Warrant may
be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon
surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly
executed, for transfer of this Warrant as an entirety by the Holder, the Company shall issue a new
warrant of the same denomination to the assignee. Upon surrender of this Warrant to the Company,
together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a
portion of the shares of Preferred Stock purchasable hereunder, the Company shall issue a new
warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall
issue to such Holder a new warrant covering the number of shares in respect of which this Warrant
shall not have been transferred.




          (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall
issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and
substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of
any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence
reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant.




     19. No Impairment. The Company will not, by amendment of its Articles or through any
reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets,
dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance of performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the Holder. In no event shall any
reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets,
dissolution, liquidation, issue or sale of securities or any other transaction be deemed an
“impairment” for purposes of this Section 18 if the shares of the Company’s capital stock issuable
upon exercise of this Warrant are affected thereby in the same manner as outstanding shares of such
capital stock.



6.









 





     20. Governing Law. The provisions and terms of this Warrant shall be governed by and construed
in accordance with the internal laws of the State of California without giving effect to its
principles regarding conflicts of laws.



     21. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and
assigns and shall inure to the benefit of the Holder’s successors, legal representatives and
permitted assigns.



     22. Business Days. If the last or appointed day for the taking of any action required or the
expiration of any rights granted herein shall be a Saturday or Sunday or a legal holiday in
California, then such action may be taken or right may be exercised on the next succeeding day
which is not a Saturday or Sunday or such a legal holiday.



     23. Value. The Company and the Holder agree that the value of this Warrant on the date of
grant is $100.



	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






7.









 






Subscription




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 





The undersigned hereby subscribes for                      shares of Preferred Stock covered by this Warrant. The
certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise
indicated below:




	 	 	 
	 
	 	 
	 

Signature

	 	 
	 
	 	 
	 

Name for Registration

	 	 
	 
	 	 
	 

Mailing Address

	 	 







1.









 








Net Issue Election Notice




	 	 	 	 	 	 	 	 	 	 	 
	To:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 





The undersigned hereby elects under Section 4 to surrender the right to purchase shares of
Preferred Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such
net issue election shall be issued in the name of the undersigned or as otherwise indicated below:




	 	 	 
	 

Signature

	 	 
	 
	 	 
	 

Name for Registration

	 	 
	 
	 	 
	 

Mailing Address

	 	 






1.









 





Assignment



For value received                                                                                                                          hereby sells, assigns and transfers unto



 



 




[Please print or typewrite name and address of Assignee]



 




the within Warrant, and does hereby irrevocably constitute and appoint
                    
                    
                    
                    
its attorney to transfer the within Warrant on the books of the within named Company with full
power of substitution on the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	Signature	 	 
	 
	 	 	 	 
	 	 	 
	Name for Registration	 	 
	 
	 	 	 	 
	In the Presence of:	 	 
	 
	 	 	 	 
	 	 	 





1.









 






Exhibit A




Amended and Restated Articles of Incorporation









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




















 










Exhibit d




Notice of Borrowing




                    , ________




Lighthouse
Capital Partners V, L.P.

500 Drake’s Landing Road

Greenbrae, CA 94904-3011




Ladies and Gentlemen:




     Reference
is made to the Loan and Security Agreement No. 4561 dated as of March 29, 2005 (as
it has been and may be amended from time to time, the “Loan Agreement,” initially capitalized
terms used herein as defined therein), between Lighthouse Capital Partners V, L.P. and
Fluidigm Corporation (the “Company”)



     The undersigned is the President and CEO of the Company, and hereby irrevocably requests an
Advance under the Loan Agreement, and in that connection certifies as follows:



     1. The amount of the proposed Advance is $                    . The business day of the proposed Advance is                     .



     2. The
Loan Commencement Date for this Advance shall be March 1, 2006.



     3. As of this date, no Event of Default, or event which with notice or the passage of time
would constitute an Event of Default, has occurred and is continuing, or will result from the
making of the proposed Advance, and the representations and warranties of the Company contained in
Section 5 of the Loan Agreement are true and correct in all material respects.



     4. No event that could reasonably be expected to have a material adverse effect on the
ability of Borrower to fulfill its obligations under the Loan Agreement has occurred since the
date of the most recent financial statements, submitted to you by the Company.



     The Company agrees to notify you promptly before the funding of the Advance if any of the
matters to which I have certified above shall not be true and correct
on the Funding Date.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 









1










 










Exhibit e




Incumbency Certificate




     The undersigned, William Smith, hereby certifies that:


1. He/She is the duly elected and acting General Counsel and Vice
President of Legal Affairs of
Fluidigm
Corporation, a California
corporation (the “Company”).



2. That on the date hereof, each person listed below holds the office in the Company indicated
opposite his or her name and that the signature appearing thereon is the genuine signature of each
such person:




	 	 	 	 	 	 	 
	NAME	 	OFFICE	 	SIGNATURE	 	 
	 
	 	 	 	 	 	 
	Gajus Worthington

	 	President and CEO	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 
	 	 
	William Smith

	 	General Counsel and Vice 

President of Legal Affairs	 	 
	 	 





3.
Attached hereto as Exhibit A is a true and correct copy of the Articles of Incorporation of the
Company, as amended, as in effect as of the date hereof.



4. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Company, as
amended, as in effect as of the date hereof.



5. Attached hereto as Exhibit C is a copy of the resolutions of the Board of Directors of the
Company authorizing and approving the Company’s execution, delivery and performance of a loan
facility with Lighthouse Capital Partners V, L.P.




     IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate on March
29, 2005.



	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
	 	 


	 	 
	 

	 	Name:
	 	 

William Smith
	 	 
	 
	 	 	Title:	 	General Counsel and Vice President of Legal Affairs






     I, the President and CEO of the Company, do hereby certify that William Smith is the duly
qualified, elected and acting General Counsel and Vice President of Legal Affairs of the Company
and that the above signature is his or her genuine signature.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer’s Certificate on
March 29, 2005.



	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
	 	 


	 	 
	 

	 	Name:
	 	 

Gajus Worthington
	 	 
	 
	 

	 	Title:
	 	President and CEO	 	 





1







 









 










Exhibit f




Officer’s Certificate




     The undersigned, to induce Lighthouse Capital Partners V, L.P. (“Lender”), to extend or
continue financial accommodations to Fluidigm Corporation, a California corporation (the
“Borrower”) pursuant to the terms of that certain
Loan and Security Agreement dated March 29, 2005
(the “Loan Agreement”), hereby certifies that on the date hereof:




	 	1.	 	I am the duly elected and acting                      of Borrower.
	 
	 	2.	 	I am a Responsible Officer as that term is defined in the Loan Agreement.
	 
	 	3.	 	The information submitted herewith complies with Sections
5.7 and 6.2 of the Loan
Agreement.
	 
	 	4.	 	The financial statements delivered herewith fairly present the financial condition of
Borrower
	 
	 	5.	 	Borrower is currently able to meet its obligations as they come due.
	 
	 	6.	 	I understand that Lender is relying upon the truthfulness, accuracy and
completeness hereof in connection with the Loan Agreement.
	 
	 	7.	 	I will advise you if it comes to my attention that, as of the date hereof, the
information submitted herewith was not in fact true, correct and complete.





     IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on                     .



	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







1



 









 










Exhibit g




Authorization for Automatic Payment



The
undersigned Fluidigm
Corporation (“Borrower”) authorizes
Lighthouse Capital Partners
V, L.P.
and any and all affiliated funds (collectively, “Lender”) and the bank / financial institution
(“Bank”) named below to initiate variable debit and/or credit entries to Borrower’s deposit,
checking or savings accounts as designated below and to cause funds transfers to an account of
Lender as payment of any and all amounts due under the Loan and Security Agreement between
Borrower and Lender dated March             , 2005 (the “Loan Agreement”).



1. Lender is hereby authorized to initiate
variable debit and/or credit transactions and
resulting funds transfers in Borrower’s designated accounts with respect to amounts calculated
by Lender to be due and owing to Lender by Borrower periodically under the Loan Agreement.
Borrower consents to all such debit and/or credit transactions and resulting funds transfers and
hereby authorizes Lender to take all such actions as may be required by Bank with respect to
such transactions. Borrower acknowledges and agrees that such credit and/or debit entries may be
made in amounts due under the Loan Agreement in order to cause timely payments as required by
the terms of the Loan Agreement.



2. Borrower hereby authorizes Lender to
release to Bank all information concerning Borrower that
may be necessary or desirable for Bank to investigate or recover any erroneous funds transfers
that may occur.



3. Borrower acknowledges and agrees that
all such debit and/or credit transactions and funds
transfers are intended to be made through an Automated Clearing House system and in compliance
with the NACHA Rules and in compliance with Bank’s security procedures.



4. Borrower represents and warrants that the account information set forth below is accurate and
complete and that each of the account(s) set forth below is a business account maintained in
Borrower’s name and for Borrower’s account.



This Consent shall be effective as of March 29, 2005 and shall remain in effect until the Loan
Agreement has been terminated. Any cancellation by Borrower of this consent shall (i) be made in
writing and (ii) delivered to Bank and Lender in such time as to afford Bank and Lender a
reasonable opportunity to act on said cancellation.




	 	 	 	 	 
	 

	 	          Wells Fargo Bank
 

(Name of Borrower’s Bank)
	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	          420 Montgomery St.
	 	San Francisco
	 	CA
	 	94104 
	 	 	 
	 

	 	(Address of Bank)
	 	(City)
	 	(State)
	 	(Zip Code)






	 	 	 	 	 	 	 
	 

	 	Bank Routing Number
	 	     [***]
 

     (between these symbols “ /:” “:/” on bottom left of check)
	 	 






               Account Number:          [***]          (checking /deposit /savings)          (circle one)



               Copy of a voided check is attached to this form




	 	 	 	 	 	 	 
	Borrower Name:	 	Fluidigm
Corporation	 	 
	Borrower Address:	 	7100 Shoreline
Court	 	 
	 	 	South San Francisco.
CA 94080	 	 
	Authorized by:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 
	Date authorized:
	 	 	 	 	 	 
	 	 	 	 	 







Internal ACH Authorizations from Lender:




Approved by:        
                   
             Date:      
                   
      










1











 










Exhibit h




Negative Pledge Agreement




          This Negative Pledge Agreement is made as of March 29, 2005, by and between
Fluidigm Corporation (“Borrower”) and Lighthouse Capital Partners V, L.P.
(“Lender”).



In consideration of the Loan and Security Agreement between the parties of proximate date herewith
(the “Loan Agreement”), Borrower agrees as follows:



Except as otherwise permitted in the Loan Agreement, Borrower shall not sell, transfer, assign,
mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower’s owned
intellectual property, including, without limitation, the following:



(a) Any and all copyright rights, copyright applications, copyright registration and like
protection in each work or authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret, now or hereafter
existing, created, acquired or held (collectively, the “Copyrights”);



(b) Any and all trade secrets, and any and all intellectual property rights in computer software
and computer software products now or hereafter existing, created, acquired or held;



(c) Any and all design rights which may be available to Borrower now or hereafter existing,
created, acquired or held;



(d) All patents, patent applications and like protections, including, without limitation,
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part
of the same, including, without limitation, the patents and patent applications (collectively, the
“Patents”);



(e) Any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of
Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”);



(f) Any and all claims for damages by way of past, present and future infringements of any of the
rights included above, with the right, but not the obligation, to sue for an collect such damages
for said use or infringement of the intellectual property rights identified above;



(g) Any and all licenses or other rights to use any of the Copyrights, Patents or Trademarks and
all license fees and royalties arising from such use to the extent permitted by such license or
rights



(h) Any and all amendments, extensions, renewals and extensions of any of the Copyrights,
Patents or Trademarks; and



(i) Any and all proceeds and products of the foregoing, including, without limitation, all payments
under insurance or any indemnity or warranty payable in respect of
any of the foregoing.



It shall be an Event of Default under the Loan Agreement if there is a breach of any term of this
Negative Pledge Agreement. Borrower agrees to properly execute all documents reasonably required
by Lender in order to fulfill the intent and purposes hereof.




	 	 	 	 	 	 	 	 	 	 	 
	Fluidigm Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	By: Lighthouse Management Partners V, L.L.C., its
	 
	 	 	 	 	 	 general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 By:	 	 	 	 
	Title:

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 

	 	 	 	 Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 









1









 










Exhibit I




Control Agreement



[In form and substance acceptable to Lender in its reasonable discretion]



 




1












 










RESTRICTED ACCOUNT AGREEMENT




(ACCOUNT RESTRICTED AFTER INSTRUCTIONS — Standing Wire Transfers)



This Restricted Account Agreement (the “Agreement”), dated as of the date specified at the end of
this Agreement, is entered into among Fluidigm Corporation (“Company”), Lighthouse Capital Partners
V, L.P. (“Secured Party”) and the Wells Fargo Bank identified in the signature block at the end of
this Agreement (“Bank”), and sets forth the rights of Secured Party and the obligations of Bank
with respect to the deposit account(s) of Company at Bank identified at the end of this Agreement
as the “Restricted Account(s)”. As used in this Agreement, the term “Restricted Account” refers,
individually and collectively, to each such deposit account.





	1.	 	Secured Party’s Interest in Restricted Account. Secured Party represents that it is either
(i) a lender who has extended credit to Company and has been granted a security interest in
the Restricted Account or (ii) such a lender and the agent for a group of such lenders (the
“Lenders”). Company hereby confirms, and Bank hereby acknowledges, the security interest
granted by Company to Secured Party in all of Company’s right, title and interest in and to
the Restricted Account and all sums now or hereafter on deposit in or payable or withdrawable
from the Restricted Account (the “Account Funds”). Except as specifically provided otherwise
in this Agreement, Company has given Secured Party complete control over the Account Funds. Secured
Party hereby appoints Bank as agent for Secured Party only for the purpose of perfecting
the security interest of Secured Party in the Account Funds while they are in the
Restricted Account. Company and Secured Party would like to use the Restricted Account
Service of Bank described in this Agreement (the “Service”) to further the arrangements
between Secured Party and Company regarding the Restricted Account and the Account Funds.
	 
	2.	 	Access to Restricted Account. Secured Party agrees that Company will be allowed access to the
Account Funds until Bank receives written instructions from Secured Party directing that
Company no longer have access to any Account Funds (the “Instructions”). Company agrees that
the Account Funds should be paid to Secured Party after Bank receives the Instructions, and
hereby irrevocably authorizes Bank to comply with the Instructions even if Company objects in
any way to the Instructions. Company further agrees that after Bank receives the Instructions,
Company will not have access to any Account Funds.
	 
	3.	 	Balance Reports. Bank agrees, at the telephone request of Secured Party on any Business Day
(a day on which Bank is open to conduct its regular banking business, other than a Saturday,
Sunday or public holiday), to make available to Secured Party a report (“Balance Report”)
showing the opening available balance in the Restricted Account as of the beginning of such
Business Day, either on-line or by facsimile transmission, at Bank’s option. Company expressly
consents to this transmission of information. Secured Party and Company understand and agree
that the opening available balance in the Restricted Account at the beginning of any Business
Day will be determined after deducting from the Restricted Account the face amount of all
Returned Items (as defined in Section 8 of this Agreement).
	 
	4.	 	Transfers to Secured Party. Bank agrees that on each Business Day after it receives the
Instructions it will transfer to the Secured Party’s account specified at the end of this
Agreement





			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 1






 









 






	 	 	with the bank specified at the end of this Agreement (the “Secured Party Account”) the full
amount of the opening available balance in the Restricted Account at the beginning of such
Business Day. Bank will use the Fedwire system to make each funds transfer unless for any
reason the Fedwire system is unavailable, in which case Bank will determine the funds
transfer system to be used in making each funds transfer and the means by which each
transfer will be made. Bank, Secured Party and Company each agree that Bank will comply with
instructions given to Bank by Secured Party directing disposition of funds in the Restricted
Account without further consent by Company, subject otherwise to the terms of this Agreement
and Bank’s standard policies, procedures and documentation in effect from time to time
governing the type of disposition requested. Company authorizes all such transfers. Except
as otherwise required by law, Bank will not agree with any third party to comply with
instructions for disposition of funds in the Restricted Account originated by such third
party.
	 
	5.	 	Delays in Making Funds Transfers. Secured Party and Company understand that a funds transfer
may be delayed or not made if (a) the transfer would cause Bank to exceed any limitation on
its intra-day net funds position established in accordance with Federal Reserve or other
regulatory guidelines or to violate any other Federal Reserve or other regulatory risk control
program, or (b) the funds transfer would otherwise cause Bank to violate any applicable law or
regulation. If a funds transfer cannot be made or will be delayed, Bank will notify Secured
Party by telephone.
	 
	6.	 	Reliance on Identifying Numbers. If Secured Party indicates a name and an identifying number
for the bank of the person or entity to receive funds transfers out of the Restricted Account,
Secured Party and Company understand and agree that Bank may rely on the number Secured Party
indicates even if that number identifies a bank different from the bank Secured Party named.
If Secured Party indicates a name and an account number for the person or
entity to receive funds transfers out of the Restricted Account, Secured Party and Company
understand and agree that Bank may rely on the account number Secured Party indicates
even if that account number is not the account number for the person or entity who is to
receive the transfers.
	 
	7.	 	Reporting Errors in Transfers. If Secured Party or Company learns of any error in a funds
transfer or any unauthorized funds transfer, then the party learning of such error or
unauthorized transfer (the “Informed Party”) must notify Bank as soon as possible by telephone
at (800) AT- WELLS (which is a recorded line), and provide written confirmation to Bank of
such telephonic notice within two Business Days at the address given for Bank on the signature
page of this Agreement. In no case may such notice to Bank by an Informed Party be made more
than fourteen (14) calendar days after such Informed Party learns of the erroneous or
unauthorized transfer. If a funds transfer is made in error and Bank suffers a loss because an
Informed Party breached its agreement to notify Bank of such error within the time limits
specified in this Section 7, then such Informed Party shall reimburse Bank for the loss
promptly upon demand by Bank; provided, however, that in the event both Secured Party and
Company breach this notification requirement, Secured Party shall not be obligated to
reimburse Bank for the loss unless Company fails to satisfy Bank’s demand for reimbursement
within fifteen (15) calendar days after demand is made on Company.
	 
	8.	 	Returned Item Amounts. Secured Party and Company understand and agree that the face amount
(“Returned Item Amount”) of each Returned Item will be paid by Bank debiting the Restricted
Account, without prior notice to Secured Party or Company. As used in this Agreement, the term
“Returned Item” means (i) any item deposited to the Restricted Account and returned unpaid,
whether for insufficient funds or for any other reason, and without regard to the timeliness
of such return or the occurrence or timeliness of any drawee’s
notice of non-payment; (ii) any
item subject to a claim against Bank of breach of transfer or presentment warranty under the
Uniform Commercial Code, as adopted in the applicable state; (iii) any automated clearing
house (“ACH”) entry credited to the Restricted Account and returned unpaid





			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 2






 









 






		 	or subject to an adjustment entry under applicable clearing house rules, whether for
insufficient funds or for any other reason, and without regard to the timeliness of such
return or adjustment; (iv) any credit to the Restricted Account from a merchant card
transaction, against which a contractual demand for chargeback has been made; and (v) any
credit to the Restricted Account made in error. Company agrees to pay all Returned Item
Amounts immediately on demand, without setoff or counterclaim, to the extent there are not
sufficient funds in the Restricted Account to cover the Returned Item Amounts on the day
they are to be debited from the Restricted Account. Secured Party agrees to pay all Returned
Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim,
to the extent the Returned Item Amounts are not paid in full by Company within fifteen (15)
calendar days after demand on Company by Bank, and to the extent Secured Party received
proceeds from the corresponding Returned Items.
	 
	9.	 	Bank Fees. Company agrees to pay all Bank’s fees and charges for the maintenance and
administration of the Restricted Account and for the treasury management and other account
services provided with respect to the Restricted Account (collectively “Bank Fees”),
including, but not limited to, the fees for (a) the Balance Reports provided on the Restricted
Account, (b) the wire transfer services received with respect to the Restricted Account, (c)
Returned Items, (d) funds advanced to cover overdrafts in the Restricted Account (but without
Bank being in any way obligated to make any such advances), and (e) duplicate bank statements
on the Restricted Account. Before Bank receives the Instructions, the Bank Fees will be paid
by Bank debiting the Restricted Account, and after Bank receives the Instructions the Bank
fees will be paid by Bank debiting one or more of the demand deposit operating accounts of
Company at Bank specified at the end of this Agreement (the “Operating Accounts”). All such
debits will be made on the Business Day that the Bank Fees are due without notice to Secured
Party or Company. If there are not sufficient funds in the Restricted Account, or after Bank
receives the Instructions, the Operating Accounts, to cover fully the Bank Fees on the Business Day they
are debited from the Restricted Account or the Operating Accounts, or if no Operating
Accounts are indicated at the end of this Agreement, such shortfall or the amount of
such Bank Fees will be paid by Company sending Bank a check in the amount of such
shortfall or such Bank Fees, without setoff or counterclaim, within fifteen (15)
calendar days after demand of Bank. After Bank receives the Instructions, Secured Party
agrees to pay the Bank Fees within thirty (30) calendar days after demand, without
setoff or counterclaim, to the extent such Bank Fees are not paid in full by Company by
check within fifteen (15) calendar days after demand on Company by Bank. Bank may, in
its discretion, change the Bank Fees upon thirty (30) calendar days prior written notice
to Company and Secured Party.
	 
	10.	 	Account Documentation. Secured Party and Company agree that, except as specifically provided
in this Agreement, the Restricted Account will be subject to, and Bank’s operation of the
Restricted Account will be in accordance with, the terms and provisions of Bank’s deposit
account agreement governing the Restricted Account (“Account
Agreement”), a copy of which
Company and Secured Party acknowledge having received.
	 
	11.	 	Bank Statements. After Bank receives the Instructions, Bank will, if so indicated on the
signature page of this Agreement, send to Secured Party by United States mail, at the address
indicated for Secured Party after its signature to this Agreement, duplicate copies of all
bank statements on the Restricted Account which are sent to Company. Company and/or Secured
Party will have thirty (30) calendar days after receipt of a bank statement to notify Bank of
an error in such statement. Bank’s liability for such errors is limited as provided in the
“Limitation of Liability” section of this Agreement.
	 
	12.	 	Partial Subordination of Bank’s Rights. Bank hereby subordinates to the security interest of
Secured Party in the Restricted Account (i) any security interest which Bank may have or
acquire in the Restricted Account, and (ii) any right which Bank may have or acquire to set
off or otherwise apply any Account Funds against the payment of any indebtedness from time to
time





			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 3






 









 






		 	owing to Bank from Company, except for debits to the Restricted Account permitted under this
Agreement for the payment of Returned Item Amounts or Bank Fees.
	 
	13.	 	Bankruptcy Notice; Effect of Filing. If Bank at any time receives notice of the commencement
of a bankruptcy case or other insolvency or liquidation proceeding by or against Company (a
“Bankruptcy Notice”), Bank will continue to comply with its obligations under this Agreement,
except to the extent that any action required of Bank under this Agreement is prohibited under
applicable bankruptcy laws or regulations or is stayed pursuant to the automatic stay imposed
under the United States Bankruptcy Code or by order of any court or agency. With respect to
any obligation of Secured Party hereunder which requires prior demand upon Company, the
commencement of a bankruptcy case or other insolvency or liquidation proceeding by or against
Company shall automatically eliminate the necessity of such demand
upon Company by Bank, and
shall immediately entitle Bank to make demand on Secured Party with the same effect as if
demand had been made upon Company and the time for Company’s performance had expired.
	 
	14.	 	Legal Process, Legal Notices and Court Orders. Bank will comply with any legal process, legal
notice or court order it receives if Bank determines in its sole discretion that the legal
process, legal notice or court order is legally binding on it.
	 
	15.	 	Indemnification for Following Instructions. Secured Party and Company each agree that,
notwithstanding any other provision of this Agreement, except to the extent caused by Bank’s
gross negligence or willful misconduct Bank will not be liable to Secured Party or Company for
any losses, liabilities, damages, claims (including, but not limited to, third party claims),
demands, obligations, actions, suits, judgments, penalties, costs or expenses, including, but
not limited to, attorneys’ fees, (collectively, “Losses and Liabilities”) suffered or incurred
by Secured Party or Company as a result of or in connection with, (a) Bank complying with any
binding legal process, legal notice or court order referred to in Section 14 of this
Agreement, (b) Bank following any instruction or request of Secured Party, or (c) Bank
complying with its obligations under this Agreement. Further, Company, and to the extent
not paid by Company within fifteen (15) calendar days after demand, Secured Party, will
indemnify Bank against any Losses and Liabilities Bank may suffer or incur as a result of
or in connection with any of the circumstances referred to in clauses (a) through (c) of
the preceding sentence.
	 
	16.	 	No Representations or Warranties of Bank. Bank agrees to perform its obligations under this
Agreement in a manner consistent with the quality provided when Bank performs similar services
for its own account. However, Bank will not be responsible for the errors, acts or omissions
of others, such as communications carriers, correspondents or clearinghouses through which
Bank may perform its obligations under this Agreement or receive or transmit information in
performing its obligations under this Agreement. Secured Party and Company also understand
that Bank will not be responsible for any loss, liability or delay caused by wars, failures in
communications networks, labor disputes, legal constraints, fires, power surges or failures,
earthquakes, civil disturbances or other events beyond Bank’s control. BANK MAKES NO EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICE OTHER THAN THOSE
EXPRESSLY SET FORTH IN THIS AGREEMENT.
	 
	17.	 	Limitation of Liability. In the event that Secured Party, Company or Bank suffers or incurs
any Losses and Liabilities as a result of, or in connection with, its or any other party’s
performance or failure to perform its obligations under this Agreement, the affected parties
shall negotiate in good faith in an effort to reach a mutually satisfactory allocation of such
Losses and Liabilities, it being understood that Bank will not be responsible for any Losses
and Liabilities due to any cause other than its own negligence or breach of this Agreement, in
which case its liability to Secured Party and Company shall, unless otherwise provided by any
law which cannot be





			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 4






 









 






	 	 	varied by contract, be limited to direct money damages in an amount not to exceed ten (10)
times all the Bank Fees charged or incurred during the calendar month immediately preceding
the calendar month in which such Losses and Liabilities occurred (or, if no Bank Fees were
charged or incurred in the preceding month, the Bank Fees charged or incurred in the month
in which the Losses and Liabilities occurred). Company will indemnify Bank against all
Losses and Liabilities suffered or incurred by Bank as a result of third party claims;
provided, however, that to the extent such Losses and Liabilities are directly caused by
Bank’s negligence or breach of this Agreement such indemnity will only apply to those Losses
and Liabilities which exceed the liability limitation specified in the preceding sentence.
The limitation of Bank’s liability and the indemnification by Company set out above will not
be applicable to the extent any Losses and Liabilities of any party to this Agreement are
directly caused by Bank’s gross negligence or willful misconduct. IN NO EVENT WILL BANK BE
LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY
CLAIM IS BASED ON CONTRACT OR TORT, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK
AND REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM
OR ACTION ALLEGING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE
OR FAILURE TO ACT IN GOOD FAITH. Any action against Bank by Company or Secured Party under
or related to this Agreement must be brought within twelve months after the cause of action
accrues.
	 
	18.	 	Termination. This Agreement and the Service may be terminated by Secured Party or Bank at any
time by either of them giving thirty (30) calendar days prior written notice of such
termination to the other two parties to this Agreement at their contact addresses specified
after their signatures to this Agreement; provided, however, that this Agreement and the
Service may
be terminated immediately upon written notice from Bank to Company and Secured Party
should Secured Party fail to make any payment when due to Bank from Secured Party under
the terms of this Agreement. Secured Party and Company agree that the Restricted Account
may be closed by Bank as provided in the Account Agreement. Company’s and Secured
Party’s obligation to report errors in funds transfers and bank statements and to pay
the Bank Fees, as well as the indemnifications made, and the limitations on the
liability of Bank accepted, by Company and Secured Party under this Agreement will
continue after the termination of this Agreement and/or the closure of the Restricted
Account with respect to all the circumstances to which they are applicable existing or
occurring before such termination or closure, and any liability of any party to this
Agreement, as determined under the provisions of this Agreement, with respect to acts or
omissions of such party prior to such termination or closure will also survive such
termination or closure. Upon any termination of this Agreement and the Service or
closure of the Restricted Account all collected and available balances in the Restricted
Account on the date of such termination or closure will be transferred to Secured Party
as requested by Secured Party in writing to Bank.
	 
	19.	 	Modifications, Amendments, and Waivers. This Agreement may not be modified or amended, or any
provision thereof waived, except in a writing signed by all the parties to this Agreement;
provided, however, that the Bank Fees may be changed after thirty (30) calendar days prior
written notice to Company and Secured Party.
	 
	20.	 	Notices. All notices from one party to another shall be in writing, or be made by a telecommunications
device capable of creating a written record, shall be delivered to Company,
Secured Party and/or Bank at their contact addresses specified after their signatures to this
Agreement, or any other address of any party notified to the other parties in writing, and
shall be effective upon receipt. Any notice sent by one party to this Agreement to another
party shall also be sent to the third party to this Agreement. Bank is authorized by Company
and Secured Party to act on any instructions or notices received by Bank if (a) such
instructions or notices





			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 5






 









 






	 	 	purport to be made in the name of Secured Party, (b) Bank reasonably believes that they are
so made, and (c) they do not conflict with the terms of this Agreement as such terms may be
amended from time to time, unless such conflicting instructions or notices are supported by
a court order.
	 
	21.	 	Successors and Assigns. Neither Company nor Secured Party may assign or transfer its rights
or obligations under this Agreement to any person or entity without the prior written consent
of Bank, which consent will not be unreasonably withheld. Bank may not assign its rights or
obligations under this Agreement to any person or entity without the prior written consent of
Secured Party, which consent will not be unreasonably withheld; provided, however, that no
such consent will be required if the assignee is a bank affiliate of Bank.
	 
	22.	 	Governing Law. Company and Secured Party understand that Bank’s provision of the Service
under this Agreement is subject to federal laws and regulations. To the extent that such
federal laws and regulations are not applicable this Agreement shall be governed by and be
construed in accordance with the laws of the state in which the office of Bank that maintains
the Restricted Account is located, without regard to conflict of laws principles.
	 
	23.	 	Severability. To the extent that this Agreement or the Service to be provided under this
Agreement are inconsistent with, or prohibited or unenforceable under, any applicable law or
regulation, they will be deemed ineffective only to the extent of such prohibition or
unenforceability and be deemed modified and applied in a manner consistent with such law or
regulation. Any provision of this Agreement which is deemed unenforceable or invalid in any
jurisdiction shall not affect the enforceability or validity of the remaining provisions of
this Agreement or the same provision in any other jurisdiction.
	 
	24.	 	Usury. It is never the intention of Bank to violate any applicable usury or interest rate
laws. Bank does not agree to, or intend to contract for, charge, collect, take, reserve or
receive (collectively, “charge or collect”) any amount in the nature of interest or in the
nature of a fee, penalty or other charge which would in any way or event cause Bank to charge
or collect more than the maximum Bank would be permitted to charge or collect by any
applicable federal or state law. Any such excess interest or unauthorized fee shall,
notwithstanding anything stated to the contrary in this Agreement, be applied first to reduce
the amount owed, if any, and then any excess amounts will be refunded.
	 
	25.	 	Counterparts. This Agreement may be executed in any number of counterparts each of which
shall be an original with the same effect as if the signatures thereto and hereto were upon
the same instrument.
	 
	26.	 	Entire Agreement. This Agreement, together with the Account Agreement, contains the entire
and only agreement among all the parties to this Agreement and between Bank and Company, and
Bank and Secured Party, with respect to (a) the Service, (b) the interest of Secured Party and
the Lenders in the Account Funds and the Restricted Account, and (c) Bank’s obligations to
Secured Party and the Lenders in connection with the Account Funds and the Restricted Account.




This Agreement has been signed by the duly authorized officers or representatives of Company,
Secured Party and Bank on the date specified below.




			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 6






 









 










Date:
March 29, 2005




	 	 	 	 	 
	Restricted Account Number(s):

	 	 	[***]	 
	Operating Account Number(s):

	 	 	[***]	 
	Secured Party Account Number:

	 	 	[***]	 
	Bank of Secured Party Account:

	 	Comerica
Bank








Secured Party is to be sent duplicate Bank Statements.




	 	 	 	 	 
	[Company] FLUIDIGM CORPORATION

	 	[Secured Party] LIGHTHOUSE CAPITAL
	 

	 	PARTNERS V, L.P.
	 
	 	 
	 

	 	BY: LIGHTHOUSE MANAGEMENT
	 

	 	PARTNERS V, L.L.C. ITS GENERAL
	 

	 	PARTNER






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Name: Gajus Worthington	 	 	 	Name: Thomas Conneely	 	 
	Title: CEO	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address For All Notices:	 	 	 	Address For All Notices:	 	 
	 
	Fluidigm Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	Attn: James Neesen	 	 	 	500 Drakes Landing Road	 	 
	7100 Shoreline Court	 	 	 	Greenbrae, CA 94904	 	 
	 	 	 	 	 	 	Attn: Contracts Administration	 	 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK
     , N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Scott M. Van Gorder	 	 
	 	 	Title: Vice President, Senior Relationship Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Address For All Notices:	 	 
	 
	 	 	420 Montgomery
Street,
9th
Floor	 	 
	 	 	MAC A0101-096	 	 
	 	 	San Francisco, CA 94108	 	 








			
	 	 	 
	Restricted Account Agreement

(Revised 09/21/01)
	 	Page 7
















 





March 29,
2005




Morgan Stanley & Co. Incorporated (the “Broker”)

555 California Street 14th Floor

San Francisco, CA 94104




Re: Notice of Pledge and Security




Gentlemen:



Please be advised that the undersigned, Fluidigm Corporation (“Pledgor”), has pledged a security
interest in Account No. [***] (the “Account”) held by Broker, as securities intermediary,
and in all of the securities, proceeds, cash or other assets now or hereafter held in the Account
(collectively, the “Collateral”), to Lighthouse Capital Partners V, L.P. (“Pledgee”) pursuant to
the terms and provisions of a certain Loan and Security Agreement (the “Agreement”), dated March
29, 2005.



Broker,
Pledgor and Pledgee, by signing this letter, hereby agree as follows:



a) The
Account shall be retitled “Fluidigm Corporation — Pledgor/
Lighthouse Capital – Pledgee”;



b) Pledgee has a security interest in the Collateral and is authorized to instruct the Broker
with regard to the Account without further consent needed by Pledgor;



c) Broker is hereby notified of Pledgee’s security interest, and agrees to comply with all
instructions and entitlement orders of Pledgee with regard to the Account. Broker shall
not comply with instructions and entitlement orders with respect to the Collateral or the
Account that are originated by the Pledgor except as described in Paragraph D below.
Broker is also hereby authorized and agrees to send duplicate copies of any and all
statements and confirmations, as well as any other appropriate correspondence, relating to
the Account directly to the Pledgee at the address indicated below, or to such other
address as Pledgee may designate in writing. This pledge will remain in full force and
effect until Pledgee notifies Broker in writing to the contrary;



d) Pledgee hereby instructs Broker that until further instruction in writing from an
Authorized Officer of Pledgee (as defined below) that Pledgee is assuming exclusive
control over the Account (“Notice of Exclusive Control”), the Broker shall comply with
directions of Pledgor with respect to any transactions, including withdrawals, in the
Account. Notwithstanding anything contained herein, upon receipt of a Notice of
Exclusive Control (it being understood that Broker shall have no duty or obligation
whatsoever to investigate or determine whether the Notice of Exclusive Control was




 









 







rightfully or legally issued), Broker shall only follow the directions and instructions of
Pledgee with regard to the Account. In that case, if Pledgee so requests, Broker will proceed to
liquidate the assets of the Account in accordance with Pledgee’s instructions and to deliver the
proceeds to Pledgee.




     For purposes of this Agreement, “Authorized Officer of Pledgee” shall refer to any one of
the following individuals: Richard Stubblefield and Thomas Conneely. If Pledgee finds it
necessary to designate a replacement for any of the designated Authorized Officers of Pledgee,
written notice of replacement shall be given to Broker, which notice shall be signed by the
President, an Executive Vice President, a Senior Vice President, or such other officer of Pledgee
as Broker may approve. However, Broker shall be entitled to rely on any notice it receives from
someone whom it reasonably believes is an Authorized Officer of Pledgee;


e) Broker shall have no obligation to monitor the Account for any purpose in connection
with the pledge granted hereunder. The Pledgee accepts and acknowledges full
responsibility for reviewing daily confirmations and monthly statements to ensure that it
is adequately secured;



f) Pledgor and Pledgee hereby agree to indemnify and hold harmless Broker, its affiliates,
officers, and employees from and against any and all claims, causes of actions, liabilities,
lawsuits, demands, and/or damages, including, without limitation, any and all court costs and
reasonable attorney’s fees, that might result by reason of the actions of Broker under this
Agreement. Broker shall not be responsible for any losses, claims, damages, liabilities and
expenses incurred by Pledgor or Pledgee, except to the extent that such losses, claims,
damages, liabilities or expenses arise out of the bad faith, gross negligence, or criminal
acts or omissions on the part of Broker;



g) Broker may terminate this Agreement at any time by canceling the Account and
transferring all funds and securities in the Account to Pledgee;



h) As of the date hereof, the Collateral has not been paid to or withdrawn by the Pledgor; Broker
is not in receipt of any notice of withdrawal or redemption with regard to the Collateral or
notice not to renew the Account, and Broker has not given any notice that the Account will not be
renewed or extended, as the case may be;



i) Broker’s records indicate that the value of the Collateral, as of the date hereof, is
approximately [***].



j) Broker subordinates any right of offset Broker may now or hereafter have against the
Collateral for any indebtedness now or hereafter owing to Broker by the Pledgors to the security
interest of Pledgee; provided that Broker shall continue to have a first perfected
security interest in the Collateral with respect to any charges incurred in connection with the
operation of the Account, including, but not limited to, fees, commissions and any costs related
to unsettled securities transactions.




 









 







k) This Agreement shall be governed by the law of the State of New York, excluding its conflict of
law rules. The parties hereby agree that (i) the “securities intermediary’s jurisdiction” with
respect to the Account and the Collateral is New York and (ii) the parties shall not agree with any
other person that such securities intermediary’s jurisdiction is any jurisdiction other than New
York.




	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 

	 	FLUIDIGM CORPORATION	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	By:    James Neeson	 	 
	 

	 	Title: Controller	 	 






Read and Agreed to:

MORGAN STANLEY & CO. INCORPORATED




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

     Name:
	 	 
	 

	 	     Title:	 	 






LIGHTHOUSE CAPITAL PARTNERS V, L.P.




	 	 	 
	By:

	 	Lighthouse Management Partners V, L.L.C.
	 

	 	its general partner






	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	     Name: Thomas Conneely
	 	 
	 

	 	     Title: Vice President	 	 
	 

	 	     Address: 500 Drakes Landing Road	 	 
	 

	 	Greenbrae, CA 94904
	 	 






 









 





SUBORDINATION AGREEMENT




     This SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 29, 2005, is between, on
the one hand, each undersigned holder (each a “Holder” and collectively the “Holders”) of
Convertible Promissory Notes issued pursuant to those certain Convertible Note Purchase Agreement
dated December 18, 2003, as amended from time to time (each a “Note” and collectively the “Notes”)
issued by Fluidigm Corporation, a California corporation (“Company”), and, on the other
hand, Lighthouse Capital
Partners V, L.P., a Delaware limited partnership (“LCP”), lender
under that certain Loan and Security Agreement No. 4561, dated March 29, 2005 (the “Loan
Agreement”) with Company (all obligations of payment and performance due or to become due pursuant
to the Obligations or the Loan Documents as those terms are defined therein, as the same may be
amended from time to time, are the “LCP Obligations”), with reference to the following:



     WHEREAS, in order to induce LCP to enter into the Loan Agreement, the Holders agree to enter
into this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties
hereby agree as follows:



     1. Subordination. Each Holder agrees that it shall not receive any payment of any
amounts on account of the Notes until the LCP Obligations have been paid and performed in
full.
Regardless of (i) any agreement of any Holder or LCP with Company, (ii) the time, place,
manner or order of attachment, perfection, or the filing of UCC-1 filings or other documents,
or
(iii) the giving or failure to give notice, each Holder does hereby subordinate payment by
Company on its Notes to the full and final payment to LCP of the LCP Obligations. Each Holder
agrees that all payments and the proceeds received by Holders on account of the Notes shall be
held by them in trust for LCP for the payment of the LCP Obligations, and turned over to LCP
in
kind upon receipt of notice from LCP that Company has failed to pay LCP any of the LCP Obligations. Holders hereby agree they have no security interest in any property of the Company.


Notwithstanding anything in this Agreement, (i) in the event the Convertible Note, dated as of
December 18, 2003 (the “Initial EDB Note”), issued by Company to Biomedical Sciences Investment Fund
Pte Ltd (“BMSIF”) has not been converted according to the terms set forth in Section 2 of such
Initial EDB Note by the Payment Date (as defined in such Initial EDB Note), BMSIF may receive
payment by the Company in an amount not to exceed 50% of the principal amount outstanding under
such Initial EDB Note, and (ii) each Holder may convert any Note into capital stock of the Company
and accept cash in lieu of fractional shares in connection with any such conversion. Upon
conversion of any Note into capital stock of the Company and acceptance of cash in lieu of
fractional shares in connection with any such conversion, this Agreement shall terminate with
respect to such Note and any proceeds received by a Holder in connection with the conversion of
such Note.




     2. Bankruptcy. (Subject to paragraph (1) above), Each Holder agrees that upon any




 









 







distribution of assets or readjustment of indebtedness of Company, whether by liquidation,
bankruptcy, assignment for the benefit of creditors, or otherwise, LCP shall receive payment in
full on the LCP Obligations before Holder receives payment of any amounts due under the Notes and
Holders shall pay over to LCP any amounts so received by them related to the Notes until the LCP
Obligations are paid in full. In furtherance thereof, each Holder authorizes LCP to make and vote
(without LCP being obligated to make or vote) any and all proofs of claim respecting the Notes in
any such proceeding and to receive and collect all dividends or other payments thereupon; provided
that LCP will pay over to Holders a pro rata distribution of amounts received by it in excess of
that necessary for the full and final satisfaction of the LCP Obligations. Holders agree to execute
such instruments of assignment and other documents as may be necessary to enforce such claims and
collect such dividends or to otherwise carry out the intent and purpose hereof.




     3. Representations. Each party hereto warrants and represents to the others
that it has full power and authority to enter hereinto and to perform all obligations hereunder,
that this Agreement is valid, binding and enforceable in accordance with its terms and that
execution and performance hereof does not violate any agreement with any other person or entity.
Each Holder represents and warrants that it (i) is the owner of the Notes, free and clear of the
claims of any others, (ii) has not heretofore subordinated or assigned the Notes or its interest
therein to any entity, (iii) will not transfer any Notes to any entity other than one which agrees
to be bound hereby, and (iv) waives any rights to claim that the enforceability of this Agreement
may be affected by any subsequent modification, release, extension,
or change in LCP obligations.



     4. No Third Party Beneficiaries. Company has no rights hereunder. This
Agreement is made only for the benefit of Holders and LCP and their successors and assigns, and may
not be relied upon by any other third party, including Company or any successor thereto or any
judgment lien creditor thereof. Nothing herein shall constitute a commitment or agreement by either
of LCP or Holder to provide funds to Company.



     5. Miscellaneous. This Agreement: (i) may only be amended by a writing signed by
LCP and the affected Holder; (ii) contains the entire agreement between Holders and LCP with
respect to its subject matter, and all prior negotiations, documents and discussions are
superseded
hereby; (iii) shall be governed by the laws of the state of California; (iv) may be executed
in
counterparts delivered by telefacsimile, all of which, when taken together, shall constitute
one
and the same original document; and (v) may be attached to a Form UCC-1 and filed in the
public records of any jurisdiction; and (vi) shall terminate upon the full, final and
indefeasible
payment and performance by Company to LCP of all LCP Obligations.



     6. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER
WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
OR HAS NOT BEEN WAIVED.



 









 





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



Lighthouse
Capital Partners V, L.P.

a Delaware limited partnership




	 	 	 	 	 
	by:

	 	Lighthouse Management Partners V, L.L.C.
	 	 
	 

	 	its general partner	 	 
	 
	 	 	 	 
	by:

	 	/s/ Thomas Conneely	 	 
	 

	 	 	 	 
	 

	 	Thomas Conneely	 	 
	 

	 	Vice President	 	 
	 
	 	 	 	 
	 

	 	500 Drakes Landing Road	 	 
	 

	 	Greenbrae, CA 94904	 	 
	 

	 	Attn: Contracts Administration	 	 
	 

	 	Tel: (415) 464-5900	 	 
	 

	 	Fax: (415) 925-3387	 	 






 









 






HOLDERS:




Biomedical
Sciences Investment Fund Ptd 
Ltd




	 	 	 	 	 
	By: 

Title:

	 	/s/ Lily Chan
 

Director
	 	 
	 

	 	20 Biopolis Way	 	 
	 

	 	#09-01 Centros	 	 
	 

	 	Singapore 138668	 	 
	 

	 	Attn: Lily Chan, PhD	 	 
	 

	 	Tel: 65-6395-7700	 	 
	 

	 	Fax: 65-6395-7796	 	 






Invus,
L.P.




	 	 	 	 	 
	By:

	 	Invus Advisors, LLC
	 	 
	 

	 	   Its general partner	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 
	 	 
	 

	 	135 East 57th Street	 	 
	 

	 	New York, NY 10022	 	 
	 

	 	Attn: Phillipe J. Amouyal	 	 
	 

	 	Tel: (212) 371-1717	 	 
	 

	 	Fax: (212) 371-1829	 	 





Company hereby acknowledges and consents to the Agreement, promises to take all such action as may
be necessary to fulfill its essential intent and purpose, agrees that failure to do so shall be an
Event of Default under the LCP Obligations, and acknowledges that in the transactions referenced
herein it has been advised to seek, and has selected, counsel of its own choosing, namely Wilson,
Sonsini, Goodrich & Rosati of Palo Alto, California.




Fluidigm
Corporation




	 	 	 	 	 
	By
	 	 	 	 
	Its
	 	 	 	 
	 

	 	 	 	 





Signature page to Fluidigm Corporation

Subordination Agreement




Fluidigm Confidential




 









 





HOLDERS:




Biomedical
Sciences Investment Fund Ptd Ltd




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	20 Biopolis Way	 	 
	 

	 	#09-01 Centros	 	 
	 

	 	Singapore 138668	 	 
	 

	 	Attn: General Manager	 	 
	 

	 	Tel: 65-6395-7700	 	 
	 

	 	Fax: 65-6395-7796	 	 






Invus,
L.P.




	 	 	 	 	 
	By:

	 	Invus Advisors, LLC
	 	 
	 

	 	   Its general partner	 	 






	 	 	 	 	 
	By: 

Title:

	 	/s/ Aflalo Guimaraes
 

Managing Director
	 	 
	 

	 	135 East
57th Street	 	 
	 

	 	New York, NY 10022	 	 
	 

	 	Attn: Phillipe J. Amouyal	 	 
	 

	 	Tel: (212) 371- 1717	 	 
	 

	 	Fax: (212) 371-1829	 	 





Company hereby acknowledges and consents to the Agreement, promises to take all such action as may
be necessary to fulfill its essential intent and purpose, agrees that failure to do so shall be an
Event of Default under the LCP Obligations, and acknowledges that in the transactions referenced
herein it has been advised to seek, and has selected, counsel of its own choosing, namely Wilson,
Sonsini, Goodrich & Rosati of Palo Alto, California.




Fluidigm
Corporation




	 	 	 	 	 
	By
	 	 	 	 
	Its
	 	 	 	 
	 

	 	 	 	 





 









 






HOLDERS:




Biomedical
Sciences Investment Fund Ptd
Ltd




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 
	 	 
	 

	 	20 Biopolis Way	 	 
	 

	 	#09-01 Centros	 	 
	 

	 	Singapore 138668	 	 
	 

	 	Attn: General Manager	 	 
	 

	 	Tel: 65-6395-7700	 	 
	 

	 	Fax: 65-6395-7796	 	 






Invus,
L.P.




	 	 	 	 	 
	By:

	 	Invus Advisors, LLC
	 	 
	 

	 	Its general partner	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 
	 	 
	 

	 	135 East 57th Street	 	 
	 

	 	New York, NY 10022	 	 
	 

	 	Attn: Phillipe J. Amouyal	 	 
	 

	 	Tel: (212) 371-1717	 	 
	 

	 	Fax: (212) 371-1829	 	 





Company hereby acknowledges and consents to the Agreement, promises to take all such action as may
be necessary to fulfill its essential intent and purpose, agrees that failure to do so shall be an
Event of Default under the LCP Obligations, and acknowledges that in the transactions referenced
herein it has been advised to seek, and has selected, counsel of its own choosing, namely Wilson,
Sonsini, Goodrich & Rosati of Palo Alto, California.





Fluidigm Corporation




	 	 	 	 	 
	By

	 	/s/ Gajus Worthington
	 	 
	 

	 	 	 	 
	Its

	 	President & CEO	 	 
	 

	 	 	 	 






 











 







AMENDMENT NO. 01 (“Amendment”)

TO LOAN AND SECURITY AGREEMENT NO. 4561




Entered into as of August 4, 2006 by and between

Lighthouse Capital Partners V, L.P. (“Lender”) and Fluidigm Corporation (“Borrower”).




RECITALS




     WHEREAS, Borrower and Lender have previously entered into that certain Loan and Security
Agreement No. 4561 dated as of March 29, 2005 (the “Loan and Security Agreement”; all initially
capitalized terms not otherwise defined herein shall have the meanings given to such terms in
the Loan and Security Agreement), together with the other agreements and instruments entered
into in connection therewith (collectively, the “Loan Documents”); and



     WHEREAS, Borrower and Lender each have agreed to amend the Loan Documents subject to
Borrower’s performance of the terms and conditions hereof; and



     WHEREAS, as of August 31, 2006, Borrower and Lender mutually agree that the outstanding
principal balance of the Loans is $11,093,832.04;



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the parties hereby agree to modify the Loan Documents by entering into this Amendment
and Borrower agrees to perform such other covenants and conditions as follows:



A) Loan and Security Agreement




     (i) Definitions — The definition of “Subordinated Indebtedness”, shall be amended and
restated to read as follows:




“Subordinated Indebtedness” means Indebtedness of Borrower to Singapore EDB (including
its investment fund BioMedical Sciences Investment Fund Ptd Ltd) and Invus Group that is
subordinated in both security and right of payment to the Obligations on terms and
conditions reasonably satisfactory to Lender in an amount not to exceed $8,000,000.



B) Secured Term Promissory Note





(i) Definitions — The following definitions shall be added to the Notes, and to the
extent these terms are already defined in the Loan Documents, they shall be deleted in their
entirety and replaced with the following:



     “Final Payment” means 11.25% of the Advance.



     “Basic Rate” means a variable per annum rate of interest equal to the Index plus the
Interest Margin which shall be subject to adjustment as provided herein. On and after March 1,
2006 through and including August 31, 2006, the Basic Rate shall be fixed at 10.00%. On and
after September 1, 2006, the Basic Rate shall be fixed at 9.75%.



     “Repayment
Period” means the period beginning on the Loan Commencement Date and continuing
for 48 calendar months.



C) Additional Terms and Conditions




1.









 









	 	1.	 	Repayment. Notwithstanding anything contained in any Note issued in connection
with the Loan and Security Agreement, Section 1 of each such Note shall be superseded by the following payment
terms: for and on account of all of the Notes, from March 1, 2006 through and including August 31,
2006, Borrower will pay Lender $416,006.71 per month. On and after September 1, 2006 through February 28,
2010, Borrower shall pay Lender $310,305.95 per month. In addition to all other amounts due or to
become due hereunder, the Final Payment is due on the earliest to occur of the Maturity Date or March
1, 2009.
	 
	 	2.	 	Restructure Fee. In addition to all other amounts due or to become due
hereunder, on the earliest to occur of (i) the Maturity Date; (ii) the date of prepayment of all of the Notes, or (ii) March 1,
2009, Borrower shall pay to Lender a restructure fee in the amount of $150,000, in cash.
	 
	 	3.	 	Expenses. Borrower shall pay reasonable fees and expenses incurred by
Lender’s legal counsel in connection with the preparation and negotiation of documentation related to this Amendment.
Such restructure expenses are due and payable when billed.




D)           Acknowledgments; Representations and Warranties. Borrower warrants and represents to
Lender, as a material inducement to Lender’s entering hereinto, as follows:





	 	a)	 	No Further Funding Obligations. Lender has no obligations to make further Advances to
Borrower.
	 
	 	b)	 	No Waivers. Lender has made no separate oral or written waiver of any existing
or future Default or Event of Default by Borrower under any Loan
Document.
	 
	 	c)	 	No Set-Off. Borrower has no claims or rights of set-off against Lender of any
kind under any Loan Document or otherwise. Borrower has no defenses to payments of any amounts owed to Lender as
the same become due and payable.
	 
	 	d)	 	Representations and Warranties of Borrower. The representations and warranties contained in the Loan Agreement are true and complete in all material respects as of the date hereof, except with
respect to any such representation or warranty which speak only as of a specific date prior to the date
hereof. Borrower warrants and represents that no Events of Default have occurred. Borrower warrants and
represents that it has not reached any settlement with any other creditor of Borrower that has not been
disclosed in writing to Lender.




E.           Release. Borrower for itself and for its agents, partners, stockholders, employees and
affiliates and its or their successors and assigns hereby (a) agrees to waive, release and further
discharge Lender and its officers, directors, stockholders, partners, successors, assigns, agents
and employees of and from any and all manner of claims arising in connection with the Loan
Documents for damages at law or in equity with respect to any matter occurring prior to the date
hereof which Borrower or such other releasing party may have had, and (b) waives California Civil
Code Section 1542, which reads: “A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.” Each provision of this
release shall be severable from every other provision when determining its legal enforceability.





2.









 









Except as amended hereby, the Loan Documents remain unmodified and unchanged and ratified by
Borrower as though fully set forth herein. In the event of any contradiction between any term
of this Amendment with any other Loan Document, the terms under this Amendment shall control
Lender and Borrower have executed this Amendment as of the date first written above.




	 	 	 	 	 	 	 	 	 	 	 
	Borrower:	 	 	 	Lender:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fluidigm Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Lighthouse Management	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Partners
V, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gajus Worthington
 

	 	 	 	By:
	 	/s/ Thomas Conneely
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Gajus Worthington
	 	 	 	Name:
	 	Thomas Conneely	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	CEO
	 	 	 	Title:
	 	Vice President	 	 






3.









 





AMENDMENT NO. 02 (“Amendment”)

TO LOAN AND SECURITY AGREEMENT NO. 4561




Entered
into as of November 16, 2006 by and between

Lighthouse Capital Partners V, L.P. (“Lender”) and Fluidigm Corporation (“Borrower”).



Without limiting or amending any other provisions of the Agreement, as amended, Lender and Borrower
agree to the following:



Section 1.1 of the Agreement, the definition of “Subordinated Indebtedness”, shall be amended and
restated to read as follows:





“Subordinated Indebtedness” means Indebtedness of Borrower to Singapore EDB (including its
investment fund BioMedical Sciences Investment Fund Ptd Ltd) and Invus Group that is
subordinated in both security and right of payment to the Obligations on terms and
conditions reasonably satisfactory to Lender in an amount not to exceed $13,000,000.


All capitalized terms not otherwise defined herein shall have the meanings given to such terms in
the Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	Borrower:	 	 	 	Lender:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fluidigm Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Lighthouse Management	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Partners
V, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rich Delateur
 

	 	 	 	By:
	 	/s/ Darren Haggerty
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Rich Delateur
	 	 	 	Name:
	 	Darren Haggerty	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Director of Portfolio Analysis	 	 






1.









 







AMENDMENT NO. 03




Dated August 8, 2007




TO




that certain Loan and Security Agreement No. 4561

dated as of March 29, 2005, as amended (“Agreement”), by and between

Lighthouse Capital Partners V, L.P. (“Lender”) and

Fluidigm Corporation, a Delaware corporation (formerly a California corporation) (“Borrower”).



(All capitalized terms not otherwise defined herein shall have the meanings given to such terms in
the Agreement.)



Without limiting or amending any other provisions of the Loan Documents, Lender and Borrower
agree to the following:





Effective
March 29, 2007, Borrower’s state of incorporation has reincorporated from the State
of California to the State of Delaware.


Except as amended hereby, the Loan Documents remains unmodified and unchanged.




	 	 	 	 	 	 	 	 	 	 	 
	BORROWER:	 	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fluidigm Corporation	 	 	 	Lighthouse Capital Partners V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Lighthouse Management	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Partners V, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gajus Worthington
 

	 	 	 	By:
	 	/s/ Tom Conneely
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Gajus Worthington
	 	 	 	Name:
	 	Tom Conneely	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	President & CEO
	 	 	 	Title:	 	 Vice President	 	 







 











 





ORIGINAL









AMENDMENT NO. 04




Dated February 15, 2008




TO




that certain Loan and Security Agreement No. 4561

dated as of March 29, 2005, as amended (“Agreement”), by and between

Lighthouse Capital Partners
V, L.P. (“Lender”) and

Fluidigm
Corporation (“Borrower”).



     this Amendment No. 04 (“Amendment 04”) to that certain Loan and Security Agreement
No. 4561 dated March 29, 2005 (as amended to date, the “Agreement) is entered into as of February
15, 2008, by and between
Lighthouse Capital Partners V, L.P. (“Lender”) and Fluidigm
Corporation, a Delaware corporation
(“Borrower”).



     WHEREAS, Borrower and Lender have previously entered into and amended the Agreement; and



     WHEREAS, Borrower has requested Lender provide an additional term loan financing, which
Lender has agreed to provide subject to the terms of this Amendment 04.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
the parties hereby agree to modify the Agreement and to perform such other covenants and conditions
as follows:


(All capitalized terms not otherwise defined herein shall have the meanings given to such terms in
the Agreement.)




I. Section 1.1, the following definitions shall be added to the Agreement:



“Change
of Management or Board Composition ” means that (i) Borrower’s senior management shall not
include Gajus Worthington; (ii) Versant Ventures or any of its affiliated funds shall cease to
have a representative (currently Samuel Colella) serving on Borrower’s Board of Directors; or
(iii) Alloy Ventures or any of its affiliated funds shall cease to have a representative
(currently Mike Hunkapiller) serving on Borrower’s Board of Directors.



“Commitment One” means the Commitment as that term is used in the Agreement prior to the
effect of this Amendment 04.



“Commitment Two” means $10,000,000.



“Commitment Two Warrant” mean the Warrant in favor of Lender to purchase securities of Borrower,
substantially in the form of Exhibit C-2 attached to this Amendment 04 and issued in conjunction
with Commitment Two.




II. Section 1.1, the following definitions of the Agreement shall be deleted in its entirety and
replaced with the following:



“Basic Rate” (i) under Commitment One, as defined in the Notes, as amended pursuant to Amendment
No. 01, and (ii) under Commitment Two, as defined in the Notes for Advances under Commitment Two.



“Commitment” means Commitment One and Commitment Two.



“Commitment Fee” means $10,000 under Commitment One and $10,000 under Commitment Two.



“Commitment Termination Date” has occurred for Commitment One, and for Commitment Two it means the
earliest to occur of (i) July 1, 2008; (ii) any Default or Event of Default, or (iii) Change of
Management or Board Composition (unless Lender has waived this condition in writing).



“Disclosure Schedule” means the Disclosure Schedule delivered to Lender in connection with the
execution and delivery of Amendment No. 04 to this Agreement.



“Loan Commencement Date” means (i) for Advances under Commitment One, as defined in the Notes, as
amended pursuant to Amendment No. 01, and (ii) for Advances under Commitment Two, as defined in
the Notes for Advances under Commitment Two.




1













 









“Note” means (i) in connection with Advances under Commitment One, Secured Promissory Notes in the
form of Exhibit B, and (ii) in connection with Advances under Commitment Two, Secured Promissory
Notes in the form of Exhibits B-2 to Amendment 04.



“Notice of Borrowing” means (i) in connection with Advances under Commitment One, the form
attached as Exhibit D, and (ii) in connection with Advances under Commitment Two in the form of
Exhibit D-2 attached to Amendment 04.



“Warrant” means (i) all Warrants issued by Borrower to Lender prior to the date of Amendment 04,
and (ii) the Commitment Two Warrant.




III. Section 6.2 — Section 6.2 of the Agreement shall be amended deleted in its entirety and
replaced with the following:



6.2
Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) as soon as
prepared, and no later than 30 days after the end of each calendar quarter, a balance sheet,
income statement and cash flow statement covering Borrower’s operations for each of the three
months during such period, provided for each calendar month ending after the calendar quarter
ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later
than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow
statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no
later than 90 days after the end of the fiscal year, or such other timeframe formally approved by
Borrower’s audit committee, audited financial statements prepared in accordance with GAAP,
together with an opinion that such financial statements fairly present Borrower’s financial
condition by an independent public accounting firm reasonably acceptable to Lender; (iii)
immediately upon notice thereof, a report of any legal or administrative action pending or
threatened in writing against Borrower which is likely to result in liability to Borrower in
excess of $100,000 (provided that Borrower shall not be required to report notices of possibly
relevant third party patents, or proposals or demands to license intellectual property); and (iv)
such other financial information as Lender may reasonably request from time to time. Financial
statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a
certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of
Exhibit F.




IV. Section 3 — Conditions of Advances; Procedure for requesting Advances; the following new
Sections 3.2 and 3.3 shall be added:



3.2 Procedure for Making Advances. For any Advance, Borrower shall provide Lender an irrevocable
Notice of Borrowing at least 15 business days prior to the desired Funding Date and Lender shall
only be required to make Advances hereunder based upon written requests which comply with the
terms and exhibits of this Loan Agreement (as the same may be amended from time to time), and
which are submitted and signed by a Responsible Officer. Borrower shall execute and deliver to
Lender a Note and such other documents and instruments as Lender may reasonably require for each
Advance made.



3.3. Conditions Precedent to Initial Advance under Commitment Two. The obligation of Lender to
make the Initial Advance under Commitment Two is subject the satisfaction of each of the following
conditions:




               (a) This Amendment 04 duly executed by Borrower.



               (b) The Commitment Two Warrant to be issued to Lender duly executed by
Borrower.



               (c) Delivery to Ledner of an officer’s certificate of Borrower with copies of
the following documents
attached: (i) the certificate of incorporation and by-laws or other organizational documents of
Borrower certified by Borrower as being in full force and effect as of the date of Amendment 04,
(ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and
delivery of Amendment 04 and each of the other Loan Documents.



               (d) Delivery to Lender of a good standing certificate from Borrower’s state of
incorporation or formation
and the state in which Borrower’s principal place of business is located, together with
certificates of the applicable governmental authorities stating that Borrower is in compliance with
the franchise tax laws of each such state, each dated as of a recent date.



               (e) Borrower has obtained all necessary consents of shareholders, members, and
other third parties with
respect to the execution, delivery and performance of the Agreement, Amendment 04, the Commitment
Two Warrant, and the other Loan Documents.



               (f) Borrower shall have satisfied all the conditions set forth in Section 3.1
and 3.2 of the Agreement.


3.4 Reaffirmation Subject to the Disclosure Schedule attached hereto as Schedule 1, Borrower
reaffirms the representations and warranties made to Lender in the Agreement as of the date hereof
as though fully set forth herein.




2












 










3.5 Existing Notes Notes for Advances under Commitment Two are not affected by
Amendment No. 01 and Notes for Advances under Commitment One remain subject to Amendment No.
01




V. Further Terms and Conditions of this Amendment 04.





	 	1.	 	Representations and Warranties of Borrower. Borrower warrants and
represents, as a significant material inducement to
Lender to enter hereinto, that: (i) no Events of Default have occurred and are
continuing that have not been disclosed to
Lender by Borrower in writing; (ii) it is not and has no reason to believe it may be
named as a party to any judicial or administrative proceeding, litigation or
arbitration, and has not received any written communication from any person or entity
(whether
private or governmental) threatening or indicating the same, except
to the extent that
any such written communication could not
reasonably be expected to result in a material adverse effect on Borrower’s business;
and (iii) it is in full compliance with Section
7.10 of the Loan and Security Agreement.
	 
	 	2.	 	No Control. Borrower warrants and represents, as a significant material
inducement to Lender to enter hereinto, that none of
Lender nor any affiliate, officer, director, employee, agent, or attorney of Lender,
have at any time, from Borrower’s date of
formation through to the date hereof, (i) exercised management or other control over the
Borrower, (ii) exercised undue influence
over Borrower or any of its officers, employees or directors, (iii) made any
representation or warranty, express or implied, to any
party on behalf of Borrower, (iv) entered into any joint venture, agency relationship,
employment relationship, or partnership with
Borrower, (v) directed or instructed Borrower on the manner, method, amount, or identity
of payee of any payment made to any
creditor of Borrower, and further, Borrower warrants and represents that by entering
hereinto with Lender has not, are not and will
not have engaged in any of the foregoing.
	 
	 	3.	 	Integration Clause. This Agreement represents and documents the entirety
of the agreement and understanding of the parties
hereto with respect to its subject matter. All prior understandings, whether oral or
written, other than the Loan Documents,
are hereby merged hereinto. NEITHER THE LOAN AND SECURITY AGREEMENT NOR THIS AGREEMENT
MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY LENDER AND BORROWER. Each provision hereof
shall be severable from every other provision when determining its legal enforceability
such that Lender’s rights and
remedies under this Agreement and the Loan Documents may be enforced to the maximum
extent permitted under applicable
law. This Agreement shall be binding upon, and inure to the benefit of, each party’s
respective permitted successors and
assigns. This Agreement may be executed in counterpart originals, all of which, when
taken together, shall constitute one
and the same original document. No provision of any other document between Lender and
Borrower shall limit the
effectiveness hereof or the rights and remedies of Lender against Borrower. In the
event of any contradiction or
inconsistency among the terms and conditions of this Agreement or any Loan Document, the
interpretation most favorable to
the interests of Lender shall prevail.




Except as amended hereby, the Agreement remains unmodified and unchanged.




	 	 	 	 	 	 	 	 	 	 	 
	BORROWER:	 	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	FLUIDIGM CORPORATION	 	 	 	LIGHTHOUSE CAPITAL PARTNERS V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gajus Worthington
 

	 	 
	 	By:
	 	LIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C.,
	Name:

	 	Gajus Worthington	 	 	 	 	 	its general partner 	 	 
	Title:
	 	President and CEO	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	By:
	 	/s/ Thomas Conneely
 

	 	 
	 

	 	 	 	 	 	Name:
	 	Thomas Conneely	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 







3













 















Exhibit B-2 

(Commitment Two)




[                    ]




Secured Promissory Note



This
Secured Promissory
Note (this “Note”) is
made                               , 2008, by Fluidigm Corporation
(“Borrower”) in favor of Lighthouse Capital Partners V, L.P. (collectively with its assigns, “Lender”). Initially
capitalized terms used and not otherwise defined herein are defined in that certain Loan and
Security Agreement No. 4561 between Borrower and Lender dated
March 29, 2005, as amended (the “Loan
Agreement”).



For
Value Received, Borrower promises to pay in lawful money of the United States, to the
order of Lender, at 500 Drake’s Landing Road, Greenbrae, California 94904, or such other place as
Lender may from time to time designate (“Lender’s Office”), the principal
sum of
$                             
(the “Advance”), including interest on the unpaid balance and all other amounts due or to
become due hereunder according to the terms hereof and of the Loan Agreement.



“Basic Rate” means a fixed per annum rate of interest equal 8.5%.



“Final Payment” means 6.5% of the Advance.



“Loan Commencement Date” means January 1,2009.



“Maturity Date” means the last day of the Repayment Period, or if earlier, the date of prepayment
under the Note.



“Payment Date” means the first day of each calendar month.



“Prepayment Fee” means (i) if prepaid in the calendar years 2008 or 2009, 3% of the outstanding
principal amount being prepaid; (ii) if prepaid in the calendar year 2010, 2% of the outstanding
principal amount being prepaid; and (iii) if prepaid in the calendar year 2011 or thereafter, 1%
of the outstanding principal amount being prepaid.



“Repayment Period” means the period beginning on the Loan Commencement Date and continuing for 30
calendar months.



1. Repayment. Borrower shall pay principal and interest due hereunder from the Funding Date, until
this Note is paid in full,
on each Payment Date pursuant to the terms of the Loan Agreement and this Note. Borrower shall
pay to Lender, monthly in
advance on each Payment Date, interest calculated using the Basic Rate. Beginning on the Loan
Commencement Date and on each
Payment Date thereafter during the Repayment Period, Borrower shall make equal installments of
principal and interest in advance,
calculated at the Basic Rate. On the Maturity Date, Borrower shall pay, in addition to all unpaid
principal and interest outstanding
hereunder, the Final Payment.



2.
Interest. Interest not paid when due will, to the maximum extent permitted under applicable law,
become part of principal,
at Lender’s option, and thereafter bear like interest as principal. Interest shall be computed on
the basis of a 360 day year. All
Obligations not paid when due shall bear interest at the Default Rate unless waived in writing by
Lender. All amounts paid hereunder
will be applied to the Obligations in Lender’s discretion and as provided in the Loan Agreement.



3. Voluntary Prepayment. Borrower may prepay the Note if and only if Borrower pays to Lender (i)
the outstanding principal
amount of this Note and any unpaid accrued interest (ii) the Final Payment, (iv) the Prepayment
Fee, and (v) all other sums, if any, that
shall have become due and payable hereunder with respect to this Note.



4. Collateral. This Note is secured by the Collateral.



5. Waivers. Borrower, and all guarantors and endorsers of this Note, regardless of the time, order
or place of signing, hereby
waive notice, demand, presentment, protest, and notices of every kind, presentment for the purpose
of accelerating maturity, diligence
in collection to the fullest extent permitted by law.



6. Choice of Law; Venue. This Note shall be governed by, and construed in accordance with the
internal
laws of the State of California, without regard to principles of conflicts of law. Each of
Borrower and
Lender hereby submits to the exclusive jurisdiction of the State and Federal courts located in
the City and





1













 












County of San Francisco, State of California. Borrower and Lender each hereby waive their
respective rights to a jury trial of any claim or cause of action based upon or arising out of this
Note. Each party further waives any right to consolidate any action in which a jury trial has been
waived with any other action in which a jury trial cannot be or has not been waived.



7. Miscellaneous. This Note may be modified only by a writing signed by Borrower and
Lender. Each provision
hereof is severable from every other provision hereof and of the Loan Agreement when determining
its legal enforceability. Sections and subsections are titled for convenience, and not for
construction. “Hereof,” “herein,” “hereunder,” and similar words refer to this Note in its
entirety. “Or” is not necessarily exclusive. “Including” is not limiting. The terms and conditions
hereof inure to the benefit of and are binding upon the parties’ respective permitted successors
and assigns. This Note is subject to all the terms and conditions of the Loan Agreement.



In Witness Whereof, Borrower has caused this Note to be executed by a duly authorized
officer as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







2














 















Exhibit d




Notice of Borrowing




                    , ________




Lighthouse
Capital Partners V, L.P.

500 Drake’s Landing Road

Greenbrae, CA 94904-3011




Ladies and Gentlemen:




     Reference
is made to the Loan and Security Agreement No. 4561 dated as of March 29, 2005 (as
it has been and may be amended from time to time, the “Loan Agreement,” initially capitalized
terms used herein as defined therein), between Lighthouse Capital Partners V, L.P. and
Fluidigm Corporation (the “Company”)



     The undersigned is the President and CEO of the Company, and hereby irrevocably requests an
Advance under the Loan Agreement, and in that connection certifies as follows:



     1. The amount of the proposed Advance is $                    . The business day of the proposed Advance is                     .



     2. The
Loan Commencement Date for this Advance shall be March 1, 2006.



     3. As of this date, no Event of Default, or event which with notice or the passage of time
would constitute an Event of Default, has occurred and is continuing, or will result from the
making of the proposed Advance, and the representations and warranties of the Company contained in
Section 5 of the Loan Agreement are true and correct in all material respects.



     4. No event that could reasonably be expected to have a material adverse effect on the
ability of Borrower to fulfill its obligations under the Loan Agreement has occurred since the
date of the most recent financial statements, submitted to you by the Company.



     The Company agrees to notify you promptly before the funding of the Advance if any of the
matters to which I have certified above shall not be true and correct
on the Funding Date.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Fluidigm Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 









1