Form of Warrant to Purchase shares of Preferred Stock



 Exhibit 4.3 
 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO
THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 
 WARRANT TO PURCHASE SHARES OF PREFERRED STOCK 
 of 

FLUIDIGM CORPORATION 
 Dated as of August 25, 2009 
 Void after the date specified in
Section 8 
  

			
	 No. PW-            
	  	 Warrant to Purchase
 Shares of Preferred Stock


 THIS CERTIFIES
THAT, for value received,                             , or its registered assigns (the
“Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Fluidigm Corporation, a Delaware corporation (the “Company”), Shares (as defined
below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as
provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of August 25, 2009, by and among the Company and the purchasers described therein (the
“Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement. 

The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to
which Holder, by acceptance of this Warrant, agrees: 

1.        Number and Price of Shares; Exercise Period. 

(a)        Definition of Shares. “Shares”
shall mean the class and series of preferred stock issued by the Company to investors in a Qualified Financing (as defined below) that occurs prior to the expiration of this Warrant, provided that, if a Qualified Financing does not occur on or prior
to December 31, 2009 and the Notes are converted into preferred stock pursuant to Section 4(b) of the Notes, then “Shares” shall mean the preferred stock into which the Notes are converted. A “Qualified
Financing” is a transaction or series of transactions pursuant to which the Company issues and sells shares of its preferred stock with the principal purpose of raising capital for aggregate gross proceeds of at least $20,000,000, which
amount shall include (i) the aggregate principal amount of all subordinated convertible promissory notes issued pursuant to the Purchase Agreement and other indebtedness that is converted into such preferred stock or otherwise cancelled in
consideration for the issuance of such preferred stock and (ii) any cash awards, cash grants, or other cash amounts received as advance payments in connection with strategic partnering transactions;








 
provided, however, that at least $5,000,000 of such aggregate gross proceeds shall consist of additional equity capital raised from new investors in the Company (which may include
corporate investors). 
 (b)        Number of Shares.
Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to the number of Shares that equals the quotient obtained by dividing (x) the sum of the Base Coverage (as defined below) and the Additional
Coverage (as defined below) by (y) the Exercise Price (as defined below), prior to (or in connection with) the expiration of this Warrant as provided in Section 8. 

(i)          Definition of Base Coverage.
“Base Coverage” shall mean fifty percent (50%) of the original principal amount of the Note. 
 (ii)         Definition of Additional Coverage. “Additional Coverage” shall mean an additional five percent (5%) of
the original principal amount of the Note for each full month that elapses after the date that is two (2) months after the date of the Note, for so long as the outstanding principal amount and accrued interest under the Note has not been repaid
in full or converted into equity securities of the Company pursuant to the terms of the Note; provided, however, that in no event shall the Additional Coverage exceed fifteen percent (15%) of the original principal amount of the
Note. 
 (iii)        Definition of Note.
“Note” shall mean the subordinated convertible promissory note issued by the Company to the Holder on the date of this Warrant pursuant to the Purchase Agreement. 

(c)        Exercise Price. If, pursuant to Section 1(a),
Shares means shares issued in a Qualified Financing, the exercise price per Share shall be equal to the price per share of the Shares issued in the Qualified Financing, subject to adjustment pursuant hereto. If, pursuant to Section 1(a), Shares
means shares issued upon conversion of the Notes pursuant to Section 4(b) of the Notes, the exercise price per Share shall be equal to the price per share used in the conversion of the Notes, subject to adjustment pursuant hereto. 

(d)        Exercise Period. This Warrant shall be exercisable, in
whole or in part, after the earlier of (i) the closing date of a Qualified Financing, or (ii) the conversion of the Notes pursuant to Section 4(b) of the Notes, until the expiration of this Warrant as set forth in Section 8.

 2.        Exercise of the Warrant. 

(a)        Exercise. The purchase rights represented by this
Warrant may be exercised at the election of the Holder, in whole or in part, in accordance with Section 1, by: 
 (i)         the tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise in the form
of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and 

(ii)        the payment to the Company of an amount equal to (x) the
Exercise Price multiplied by (y) the number of Shares being purchased, by wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company. 

(b)        Net Issue Exercise. In lieu of exercising this Warrant
pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth 

  
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below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal
office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of
Shares computed using the following formula: 
  

							
		  	X =	  	 Y(A – B)
	  	
		  	  	A	  	

 Where: 

 

			
	 X      =
	 	 The number of Shares to be issued to the Holder

		
	 Y      =
	 	 The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the
date of such calculation)

		
	 A      =
	 	 The fair market value of one Share (at the date of such calculation)

		
	 B      =
	 	 The Exercise Price (as adjusted to the date of such calculation)



For purposes of the calculation above, the fair market value of one Share shall be determined by the Board of Directors
of the Company, acting in good faith, which determination shall include consideration of the illiquidity of such Share; provided, however, that: 
 (i)          if the securities are then traded on a national securities exchange or the NASDAQ Stock Market (or a similar national quotation system) at
the time of such exercise, then the fair market value per Share shall be the product of (x) the average of the closing price of the common stock on such exchange or system over the ten (10) trading day period ending five (5) trading
days prior to the date of determination of fair market value and (y) the number of shares of common stock into which each Share is convertible at the time of such exercise, as applicable; 

(ii)         if the securities are actively traded over-the-counter at the
time of such exercise, then the fair market value per Share shall be the product of (x) the average of the closing bid prices of the common stock over the ten (10) trading day period ending five (5) trading days prior to the date of
determination of fair market value and (y) the number of shares of common stock into which each Share is convertible at the time of such exercise, as applicable; or 

(iii)        if the Warrant is exercised in connection with the Company’s
initial public offering of common stock, the fair market value per Share shall be the product of (x) the per share offering price to the public of the Company’s initial public offering and (y) the number of shares of common stock into
which each Share is convertible at the time of such exercise, as applicable. 

(c)        Stock Certificates. The rights under this Warrant shall
be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to
receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue
and deliver to the person or persons entitled to receive the same a 

  
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certificate or certificates for that number of shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall
execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant. 

(d)        No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise
Price multiplied by such fraction. 
 (e)        Automatic
Exercise. If the Holder of this Warrant has not elected to exercise this Warrant prior to expiration of this Warrant pursuant to Section 8, then this Warrant shall automatically (without any act on the part of the Holder) be exercised
pursuant to Section 2(b) effective immediately prior to the expiration of the Warrant to the extent such net issue exercise would result in the issuance of Shares, unless Holder shall earlier provide written notice to the Company that the
Holder desires that this Warrant expire unexercised. If this Warrant is automatically exercised, the Company shall notify the Holder of the automatic exercise as soon as reasonably practicable, and the Holder shall surrender the Warrant to the
Company in accordance with the terms hereof. 

(f)        Reservation of Stock. The Company agrees during the term
the rights under this Warrant are exercisable to take all reasonable action to reserve and keep available from its authorized and unissued shares of preferred stock for the purpose of effecting the exercise of this Warrant such number of shares (and
shares of common stock for issuance on conversion of such shares) as shall from time to time be sufficient to effect the exercise of the rights under this Warrant; and if at any time the number of authorized but unissued shares of preferred stock
(and shares of common stock for issuance on conversion of such shares) shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms and the conversion of the Shares, without limitation of such other remedies as
may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized and unissued shares of its preferred stock (and shares of common
stock for issuance on conversion of such shares) to a number of shares as shall be sufficient for such purposes. The Company represents and warrants that all shares that may be issued upon the exercise of this Warrant will, when issued in accordance
with the terms hereof, be validly issued, fully paid and nonassessable. 

3.        Replacement of the Warrant. Subject to the receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. 

4.        Transfer of the Warrant. 

(a)        Warrant Register. The Company shall maintain a register
(the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to
the Company requesting a change. 
 (b)        Warrant
Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable upon the


  
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exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities. 

(c)        Transferability of the
Warrant.    Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers,
including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as
Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery. 

(d)        Exchange of the Warrant upon a
Transfer.    On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments
and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of
shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its
warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby. 

(e)        Taxes.    In no event shall the
Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

 5.        Restrictions on Transfer of the Warrant and Shares;
Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following: 
 (a)        Restrictions on Transfers.    Any transfer of this Warrant or the Shares or the shares of common stock issuable upon
conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any
portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set
forth in this Warrant to the same extent as if the transferee were the original Holder hereunder. 

(b)        Investment Representation
Statement.    Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall
be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired
solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably
requested by the Company. 
 (c)        Securities Law
Legend.    The Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state
securities laws): 

  
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 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY
INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 

(d)        Market Stand-off Legend.    The
Shares and common stock issued upon exercise hereof or conversion thereof shall also be stamped or imprinted with a legend in substantially the following form: 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO
WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

(e)        Instructions Regarding Transfer
Restrictions.    The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

 (f)        Removal of
Legend.    The legend referring to federal and state securities laws identified in Section 5(c) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock
transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the
Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification. 

6.        Adjustments.    Subject to the expiration of
this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows: 

(a)        Merger or Reorganization.    If at
any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant
under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be
entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon
exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such 


  
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case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after
that event upon the exercise of this Warrant. 

(b)        Reclassification of Shares. If the securities issuable
upon exercise of this Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization, conversion of all outstanding shares of the relevant class or series (other than
as would cause the expiration of this Warrant pursuant to Section 8) or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu of the number of Shares which the
Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number of securities deliverable upon
exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares. 

(c)        Subdivisions and Combinations. In the event that the
outstanding shares of the securities issuable upon exercise of this Warrant are subdivided (by stock split, by payment of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise
of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the
outstanding shares of the securities issuable upon exercise of this Warrant are combined (by reclassification or otherwise) into a lesser number of shares of such securities, the number of Shares issuable upon exercise of the rights under this
Warrant immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased. 

(d)        Redemption. In the event that all of the outstanding
shares of the securities issuable upon exercise of this Warrant are redeemed in accordance with the Company’s certificate of incorporation, this Warrant shall thereafter be exercisable for a number of shares of the Company’s common stock
equal to the number of shares of common stock that would have been received if this Warrant had been exercised in full immediately prior to such redemption and the preferred stock received thereupon had been simultaneously converted into common
stock. 
 (e)        Notice of Adjustments. Upon any
adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or other property
purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a
certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this
Warrant. 
 7.        Notification of Certain Events. Prior to
the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: 

(a)        the issuance of any dividend or other distribution on the capital
stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its


  
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subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by
employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in
connection with the settlement of disputes with any stockholder), whether in cash, property, stock or other securities; 
 (b)        the voluntary liquidation, dissolution or winding up of the Company; or 

(c)        any transaction resulting in the expiration of this Warrant pursuant
to Section 8(b) or 8(c); 
 the Company shall send to the Holder of this Warrant at least ten (10) days prior written
notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions
set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the holders of a majority of the Shares issuable upon exercise of the rights under the Warrants. 

8.        Expiration of the Warrant. This Warrant shall expire and shall
no longer be exercisable as of the earlier of: 
 (a)        5:00 p.m.,
Pacific time, on August 25, 2019; 
 (b)        (i) the
acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any merger effected exclusively
for the purpose of changing the domicile of the Company) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of transactions
continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such
transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or series of transactions; or (ii) a sale,
transfer, lease or other conveyance of all or substantially all of the assets of the Company; or 

(c)        immediately prior to the closing of a firm commitment underwritten
initial public offering on Form S-1 (or successor form) filed under the Securities Act covering the offer and sale of the Company’s common stock; provided, however, that all outstanding shares of Preferred Stock of the Company
shall convert either automatically or though stockholder consent or vote, into shares of Common Stock in connection with such initial public offering. 
 9.        No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or to be deemed the
holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a stockholder of the Company until the rights under the Warrant shall have been
exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein. 

  
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 10.        Market Stand-off.
The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,
of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the
Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research
reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations
described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or
similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(d) with respect to the shares of common stock (or other
securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent
with the provisions of this section. 
 11.        Representations
and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows: 
 (a)        No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason
of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as
expressed herein or otherwise made pursuant hereto. 

(b)        Investment Intent. The Holder is acquiring the
Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise
distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same. 

(c)        Investment Experience. The Holder has substantial
experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and
risks of its investment in the Company and protecting its own interests. 

(d)        Speculative Nature of Investment. The Holder understands
and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an
indefinite period of time and to suffer a complete loss of its investment. 

(e)        Access to Data. The Holder has had an opportunity to ask
questions of officers of the Company, which questions were answered to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The
Holder understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description.
The Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business 

  
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plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly
from actual results. 
 (f)        Accredited Investor.
The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be
reasonably requested by the Company. 

(g)        Residency. The residency of the Holder (or, in the case
of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 
 (h)        Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the
security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker”
or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if
applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be
precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met,
registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 
 (i)        No Public Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued by the Company
and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 
 (j)        Brokers and Finders. The Holder has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not
incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities. 

(k)        Legal Counsel. The Holder has had the opportunity to
review this Warrant, the exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal
advice with respect to this investment or the transactions contemplated by this Warrant. 

(l)        Tax Advisors. The Holder has reviewed with its own tax
advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or
representations of the Company or any of its agents, written or oral. The Holder understands 

  
 - 10 -









 
that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant. 

12.        Miscellaneous. 

(a)        Amendments. Except as expressly provided herein, neither
this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the holders of warrants representing not less than a majority of the Shares
issuable upon exercise of any and all outstanding Warrants, which majority does not need to include the consent of the Holder. Any amendment, waiver, discharge or termination effected in accordance with this Section 12(a) shall be binding upon
each holder of the Warrants, each future holder of such Warrants and the Company; provided, however, that no special consideration or inducement may be given to any such holder in connection with such consent that is not given ratably to all
such holders, and that such amendment must apply to all such holders equally and ratably in accordance with the number of shares of the Company’s preferred stock issuable upon exercise of the Warrants. The Company shall promptly give notice to
all holders of Warrants of any amendment effected in accordance with this Section 12(a). 

(b)        Waivers. No waiver of any single breach or default shall
be deemed a waiver of any other breach or default theretofore or thereafter occurring. 

(c)        Notices. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:

 (i)        if to the Holder, to the Holder at the Holder’s
address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or electronic mail address to
the Company, then to and at the address, facsimile number or electronic mail address of the last holder of this Warrant for which the Company has contact information in its records; or 

(ii)        if to the Company, to the attention of the President or Chief
Financial Officer of the Company at the Company’s address as shown on the signature page hereto, or at such other address as the Company shall have furnished to the Holder, with a copy to Robert F. Kornegay, Wilson Sonsini Goodrich &
Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. 
 Each such notice or other communication shall
for all purposes of this Warrant be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered, or (ii) if sent by mail, at the earlier of its receipt or 72 hours after the same
has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon
confirmation of delivery when directed to the relevant electronic mail address. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will
control absent fraud or error. 
 (d)        Governing
Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of
California, or of any other state. 
 (e)        Jurisdiction and
Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any court within Santa Clara County, State of California, in 

  
 - 11 -









 
connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of
the State of California for such persons. 
 (f)        Titles and
Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto. 

(g)        Severability. If any provision of this Warrant becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or
void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be
enforceable in accordance with its terms. 
 (h)        Waiver of
Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS
WARRANT. If the waiver of jury trial set forth in this paragraph is not enforceable, then any claim or cause of action arising out of or relating to this Warrant shall be settled by judicial reference pursuant to California Code of
Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior
Court for Santa Clara County. This paragraph shall not restrict the Holder or the Company from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law. 

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

(j)        Saturdays, Sundays and Holidays. If the last or
appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is
not a Saturday, Sunday or U.S. federal holiday. 

(k)        Rights and Obligations Survive Exercise of the Warrant.
Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant. 

  
 - 12 -









 (l)        Entire
Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede
all prior agreements and understandings relating to the subject matter hereof. 
 * * * * * 

  
 - 13 -









     The Company and the Holder sign this Warrant as of
the date stated on the first page. 
  

			
	 FLUIDIGM CORPORATION,

	 a Delaware corporation

		
	 By:
	 	  

		 	 Gajus V. Worthington,

		 	 President and Chief Executive Officer

	
	 Address:

		
		 	 7000 Shoreline Court, Suite 100

		 	 South San Francisco, CA 94080



  

			
	 AGREED AND ACKNOWLEDGED,

	
	
[                             
   ]

		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  

	
	 Address:

		
		 	  

		
		 	  

		
		 	  



			
		
	 Fax number:
	 	  

		
	 Email address:
	 	  



[Signature Page to Warrant to Purchase Shares of Preferred Stock of Fluidigm Corporation] 







 EXHIBIT A 
 NOTICE OF EXERCISE 

To:                    Fluidigm
Corporation, a Delaware corporation (the “Company”) 

Attention:        President 

 

	 (1)
	 Exercise.    The undersigned elects to purchase the following pursuant to the terms of the attached warrant:



  

					
		 	 Number of shares:
	 	 
			
		 	 Type of security:
	 	 

  

	 (2)
	 Method of Exercise.    The undersigned elects to exercise the attached warrant pursuant to: 



 

	 	    ̈
	 A cash payment and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if
any. 


  

	 	    ̈
	 The net issue exercise provisions of Section 2(b) of the attached warrant. 



 

	 (3)
	 Stock Certificate.    Please issue a certificate or certificates representing the shares in the name of:



  

									
		 	  ̈
	 	 The undersigned
	 		 	
					
		 	  ̈
	 	 Other—Name:
	 		 	 
					
		 		 	Address:	 		 	 
					
		 		 		 		 	 

  

	 (4)
	 Unexercised Portion of the Warrant.    Please issue a new warrant for the unexercised portion of the attached warrant in
the name of: 


  

									
		 	  ̈
	 	 The undersigned
	 		 	
					
		 	  ̈
	 	 Other—Name:
	 		 	 
					
		 		 	Address:	 		 	 
					
		 		 		 		 	 
					
		 	  ̈
	 	 Not applicable
	 		 	

  

	 (5)
	 Investment Intent.    The undersigned represents and warrants that the aforesaid shares are being acquired for investment
for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise
distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties 



  
 A-1










	 	 
of the undersigned set forth in Section 11 of the attached warrant are true and correct as of the date hereof. 



 

	 (6)
	 Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment
Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. 



 

	 (7)
	 Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware General Corporation Law §232(e), the
undersigned consents to the delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to the facsimile
number provided below (or to any other facsimile number for the undersigned in the Company’s records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic mail address for the undersigned in the
Company’s records), (iii) posting on an electronic network together with separate notice to the undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation
Law) directed to the undersigned. This consent may be revoked by the undersigned by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. 



 

	
	  

	(Print name of the warrant holder)
	
	  

	(Signature)
	
	  

	(Name and title of signatory, if applicable)
	
	  

	(Date)
	
	  

	(Fax number)
	
	  

	(Email address)



[Signature Page to Notice of Exercise] 

  
 A-2









 EXHIBIT A-l 

INVESTMENT REPRESENTATION STATEMENT 
 AND 
 MARKET STAND-OFF AGREEMENT 

 

							
	 INVESTOR:
	    	  
	 	
		
	 COMPANY:
	    	 FLUIDIGM CORPORATION, A DELAWARE CORPORATION

		
	 SECURITIES:
	    	 THE WARRANT ISSUED ON AUGUST 25, 2009 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF
(INCLUDING UPON SUBSEQUENT CONVERSION OF THOSE SECURITIES)

				
	 DATE:
	    	  
	  		 	

     In connection with the purchase or acquisition of the
above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows: 
     1.        No Registration. The Investor understands that the Securities have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto. 
     2.        Investment Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent,
and not with a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract,
undertaking, agreement or arrangement for the same. 

    3.        Investment Experience. The Investor has
substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the
merits and risks of its investment in the Company and protecting its own interests. 

    4.        Speculative Nature of Investment. The
Investor understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial condition, to hold
the Securities for an indefinite period of time and to suffer a complete loss of its investment. 

    5.        Access to Data. The Investor has had an
opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the
Securities. The Investor understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or
exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business


  
 A-1-1









 
plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly
from actual results. 
     6.        Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such
status as may be reasonably requested by the Company. 

    7.        Residency. The residency of the Investor
(or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 
     8.        Restrictions on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid
for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market
maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144
notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Securities and that, in such event, the
Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor acknowledges that, in the event the applicable requirements of Rule 144 are not met,
registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed
its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 
     9.        No Public Market. The Investor understands and acknowledges that no public market now exists for any of the securities
issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 
     10.        Brokers and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and
the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the
Securities. 
     11.        Legal Counsel.
The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of
the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant. 
     12.        Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax
consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or
oral. The Investor understands that it (and 

  
 A-1-2









 
not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant. 

    13.        Market Stand-off. The Investor hereby
agrees that the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other
securities) of the Company held by the Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public
offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst
recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to
a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the
future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing
restriction until the end of such one hundred eighty (180) day (or other) period. The Investor agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this
section. 
 * * * * * 

  
 A-1-3









     The Investor is signing this Investment
Representation Statement and Market Stand-Off Agreement on the date first written above. 
  

	
	 INVESTOR

	
	  

	(Print name of the investor)
	
	  

	(Signature)
	
	  

	(Name and title of signatory, if applicable)
	
	  

	(Street address)
	
	  

	(City, state and ZIP)



  
 A-1-4









 EXHIBIT B 
 ASSIGNMENT FORM 
  

					
	 ASSIGNOR:
	 	  
	  	
			
	 COMPANY:
	 	 FLUIDIGM CORPORATION, A DELAWARE CORPORATION
	  	
			
	 WARRANT:
	 	 THE WARRANT TO PURCHASE SHARES OF PREFERRED STOCK ISSUED ON AUGUST 25, 2009 (THE “WARRANT”)
	  	


									
					
	 DATE:
	  	  
	  		  		  	

  

	 (1)
	 Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named
below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below: 


  

			
	 Name of Assignee:
	  	  

		
	 Address of Assignee:
	  	  

		
		  	  



			
		
	 Number of Shares Assigned:
	 	  



and does irrevocably constitute and appoint
                                     as attorney to make such
transfer on the books of Fluidigm Corporation, maintained for the purpose, with full power of substitution in the premises. 
  

	 (2)
	 Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights
thereunder (and any shares issuable upon conversion thereof) (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder
thereof. 


  

	 (3)
	 Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any
contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth in Section 11 of the Warrant are true and correct as to Assignee as of the date hereof. 



 

	 (4)
	 Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment
Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. 



  
 B-1









     Assignor and Assignee are signing this Assignment
Form on the date first set forth above. 
  

							
	 ASSIGNOR
	 		 		  	 ASSIGNEE

				
	  
	 		 		  	  

	(Print name of Assignor)	 		 		  	(Print name of Assignee)
				
	  
	 		 		  	  

	(Signature of Assignor)	 		 		  	(Signature of Assignee)
				
	  
	 		 		  	  

	(Print name of signatory, if applicable)	 		 		  	(Print name of signatory, if applicable)
				
	  
	 		 		  	  

	(Print title of signatory, if applicable)	 		 		  	(Print title of signatory, if applicable)
				
	 Address:
	 		 		  	 Address:

				
	  
	 		 		  	  

				
	  
	 		 		  	  



  
 B-2