Forms of agreements under the 2009 Equity Incentive Plan



 Exhibit 10.3A 
 FLUIDIGM CORPORATION 
 2009 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 
 Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option
Agreement”). 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 Name: 
 Address: 

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as follows: 
  

					
	Date of Grant:	 		  	
			
	Vesting Commencement Date:	 		  	
			
	Exercise Price per Share:	 	$	  	
			
	Total Number of Shares Granted:	 		  	
			
	Total Exercise Price :	 	$	  	
			
	Type of Option:	 	 ̈ Incentive Stock Option	  	
			
		 	 ̈ Nonstatutory Stock Option	  	
			
	Term/Expiration Date:	 		  	
			
	Vesting Schedule:	 		  	

 This Option shall be exercisable, in whole or in part, according to the following
vesting schedule: 
 [Vesting Schedule] 

Termination Period: 
 This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this








 
Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after
the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan. 
  

	II.	AGREEMENT 

 1.        Grant of Option.  The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I
of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail. 
   If designated in the
Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any
other person) due to the failure of the Option to qualify for any reason as an ISO. 

2.        Exercise of Option. 

  (a)      Right to Exercise.    This Option shall be
exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. 

  (b)      Method of Exercise.    This Option shall
be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price,
together with any applicable tax withholding. 
   No Shares shall be issued pursuant to the exercise
of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to
such Shares. 

  
 -2- 









 3.        Participant’s
Representations.  In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all
or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B. 
 4.        Lock-Up Period.   Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any
swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the
registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of
the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters 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). 

  Participant agrees to execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the
Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in this Section II.4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of
Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option
shall be bound by this Section 4. 
 5.        Method of
Payment.  Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant: 

  (a)      cash; 

  (b)      check; 

  (c)      consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan (which shall include, without limitation, the ability to net exercise the Option); or 

  
 -3- 









   (d)      surrender of other
Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the
Administrator, shall not result in any adverse accounting consequences to the Company. 

6.        Restrictions on Exercise.  This Option may not be
exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable
Law. 
 7.        Non-Transferability of Option. 

  (a)      This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and
assigns of Participant. 
   (b)      Further, until the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act
as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons
who are “family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of
Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put
equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph. 

8.        Term of Option.  This Option may be exercised only
within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 

9.        Tax Obligations. 

  (a)      Tax Withholding.  Participant agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option
exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. 

  (b)      Notice of Disqualifying Disposition of ISO
Shares.  If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the
Date of 

  
 -4- 









 
Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may
be subject to income tax withholding by the Company on the compensation income recognized by Participant. 

  (c)      Code Section 409A.   Under Code
Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option”
may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount
option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option
equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a
Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination. 
 10.      Entire Agreement; Governing Law.   The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive laws but not the choice of law rules of California. 

11.      No Guarantee of Continued Service.   PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

  
 -5- 









 Participant acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

	  
  
	 		 	  

	Signature	 		 	By
	  
  
	 		 	  

	Print Name	 		 	Print Name
	  
  
	 		 	  

	  
  
	 		 	 Title
  

	Residence Address	 		 	


  
 -6- 









 EXHIBIT A 

2009 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

7000 Shoreline Court, Suite 100 
 South San
Francisco, CA 94080 
 Attention: Stock Plan Administrator 

1.  Exercise of Option.  Effective as of today,
                        ,         , the undersigned
(“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase
                         shares of the Common Stock (the “Shares”) of Fluidigm Corporation (the
“Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated «GrantDate» (the “Option Agreement”). 

2.        Delivery of Payment.  Participant herewith delivers to
the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 

3.        Representations of Participant.  Participant
acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4.        Rights as Stockholder.  Until the issuance of the
Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock
subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 
 5.        Company’s Right of First Refusal.  Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 5 (the “Right of First Refusal”). 

6.        Notice of Proposed Transfer.  The Holder of the Shares
shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the








 
“Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 

7.        Exercise of Right of First Refusal.  At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection 8 below. 

8.        Purchase Price. The purchase price (“Purchase Price”)
for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined
by the Board of Directors of the Company in good faith. 

9.        Payment. Payment of the Purchase Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 10.      Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company
and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is
consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the
provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to
the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

11.      Exception for Certain Family Transfers. Anything to the contrary contained
in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of
the Participant’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the
transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5.

 12.      Termination of Right of First Refusal. The Right of First
Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly
traded. 

  
 -2- 









 13.        Tax
Consultation.  Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax
consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. 

14.        Restrictive Legends and Stop-Transfer Orders. 

    Legends.    Participant understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES
SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

 15.        Stop-Transfer Notices.  Participant
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records. 

16.        Refusal to Transfer.  The Company shall not be
required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this 

  
 -3- 









 
Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred. 
 17.       Successors and Assigns.  The Company
may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this
Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 
 18.      Interpretation.  Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to
the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 

19.      Governing Law; Severability.  This Exercise Notice is governed by
the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall
continue in full force and effect. 
 20.      Entire
Agreement.  The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest
except by means of a writing signed by the Company and Participant. 
  

					
	 Submitted by:
	 		 	 Accepted by:

	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	 By

			
	  
	 		 	  

	 Print Name
	 		 	 Print Name

			
		 		 	  

		 		 	 Title

			
	 Address:
	 		 	 Address:

			
	  
	 		 	  

			
	  
	 		 	  

			
		 		 	  

		 		 	 Date Received



  
 -4- 









 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

									
	 PARTICIPANT
	  	 :
	  		  		  	
					
	 COMPANY
	  	 :
	  		  	 FLUIDIGM CORPORATION
	  	
					
	 SECURITY
	  	 :
	  		  	 COMMON STOCK
	  	
					
	 AMOUNT
	  	 :
	  		  	  
	  	
					
	 DATE
	  	 :
	  		  	  
	  	

 In connection with the purchase of the above-listed Securities, the undersigned
Participant represents to the Company the following: 

(a)        Participant is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only
and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b)        Participant acknowledges and understands that the Securities constitute
“restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s
representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with
any legend required under applicable state securities laws. 

(c)        Participant is familiar with the provisions of Rule 701 and
Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of 







 
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of
Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or
“riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable. 

  In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then
the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a
specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2),
(3) and (4) of the paragraph immediately above. 
 (d)      Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered
offering and otherwise than pursuant to Rules 144 or 701 shall 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 their respective brokers who
participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event. 

 

	
	 PARTICIPANT

	
	  

	 Signature

	
	  

	 Print Name

	
	  

	 Date

	



  
 -2- 









 FLUIDIGM CORPORATION 

2009 EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT — EARLY EXERCISE 
 Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”). 

 

	I.	 NOTICE OF STOCK OPTION GRANT 



Name: 
 Address: 
 The undersigned Participant has been granted an
Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

							
	Date of Grant:	  	  
	  	
			
	Vesting Commencement Date:	  	  
	  	
			
	Exercise Price per Share:	  	
$                             
                                         
   
	  	
			
	Total Number of Shares Granted:    	  	  
	  	
			
	Total Exercise Price:	  	
$                             
                                         
  
	  	
				
	Type of Option:	  	  
	  	 Incentive Stock Option
	  	
				
		  	  
	  	 Nonstatutory Stock Option
	  	
			
	Term/Expiration Date:	  	  
	  	
				
	Vesting Schedule:	  		  		  	

 This Option shall be exercisable, in whole or in part, according to the following
vesting schedule: 
 [Vesting Schedule] 







 Termination Period: 

This Option shall be exercisable for [three (3) months] after Participant ceases to be a Service Provider, unless
such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for [twelve (12) months] after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event
may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan. 

 

	II.	 AGREEMENT 


 I.        Grant of Option.  The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I
of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail. 
   If designated in the
Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any
other person) due to the failure of the Option to qualify for any reason as an ISO. 

II.      Exercise of Option.  This Option shall be exercisable during its
term in accordance with the provisions of Section 6 of the Plan as follows: 

1.        Right to Exercise. 

(a) Subject to subsections II.1(b) and II.1(c) below, this Option shall be exercisable cumulatively according to
the vesting schedule set forth in the Notice of Stock Option Grant. Alternatively, at the election of Participant, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject
to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1). 
 (b) As a condition to exercising this Option for unvested Shares, Participant shall execute the Restricted Stock Purchase Agreement. 

(c) This Option may not be exercised for a fraction of a Share. 

  
 -2- 









   2.        Method of
Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator
may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price, together with any applicable tax withholding. 
   No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date
on which the Option is exercised with respect to such Shares. 

III.      Participant’s Representations.  In the event the Shares
have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company
his or her Investment Representation Statement in the form attached hereto as Exhibit B. 

IV.      Lock-Up Period.  Participant hereby agrees that Participant shall
not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the
Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days
following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters 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). 
   Participant agrees to execute and deliver such other agreements as may be
reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock
(or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the
Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section IV shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or
similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that 

  
 -3- 









 
may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the
end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section IV. 

V.      Method of Payment.  Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the Participant: 

  1.        cash; 

  2.        check; 

  3.        consideration received by the Company under a formal
cashless exercise program adopted by the Company in connection with the Plan (which shall include, without limitation, the ability to net exercise the Option); or 

  4.        surrender of other Shares which (i) shall be valued
at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any
adverse accounting consequences to the Company. 
 VI.      Restrictions on
Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would
constitute a violation of any Applicable Law. 
 VII.     Non-Transferability of
Option. 
   1.        This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Participant. 

  2.        Further, until the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule
12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family
members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any
“call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph. 

  
 -4- 









 VIII.   Term of Option.  This Option may be
exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 

IX.      Tax Obligations. 

  1.        Tax Withholding.  Participant agrees to
make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option
exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. 

  2.        Notice of Disqualifying Disposition of ISO
Shares.  If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the
Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the
Company on the compensation income recognized by Participant. 

  3.        Code Section 409 A.  Under Code
Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option”
may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount
option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option
equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a
Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination. 
 X.        Entire Agreement; Governing Law.  The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive laws but not the choice of law rules of California. 

XI.      No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL 

  
 -5- 









 
OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Participant acknowledges receipt of a copy of the Plan
and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	By
			
	  
	 		 	  

	 Print Name
	 		 	Print Name
			
	  
	 		 	  

		 		 	Title
			
	  
	 		 	
	 Residence Address
	 		 	


  
 -6- 










 (c) 
  

 EXHIBIT A 

2009 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

7000 Shoreline Court, Suite 100 
 South San
Francisco, CA 94080 
 Attention: Stock Plan Administrator 

1.        Exercise of Option. Effective as of
today,                             ,         
, the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to
purchase                              shares of the Common Stock (the “Shares”) of
Fluidigm Corporation (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement
dated                         ,           (the
“Option Agreement”). 
 2.        Delivery of
Payment.  Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 

3.        Representations of
Participant.    Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4.        Rights as Stockholder.   Until the issuance of
the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common
Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend
or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 
 5.        Company’s Right of First Refusal.  Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section V (the “Right of First Refusal”). 

  (a)      Notice of Proposed Transfer.  The Holder of the
Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the









 (b) 
  

 
Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 

  (b)      Exercise of Right of First Refusal.  At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection 3 below. 

  (c)      Purchase Price.    The purchase price
(“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section V shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith. 

  (d)      Payment.  Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
   (e)      Holder’s Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section V, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing
that the provisions of this Section V shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

  (f)      Exception for Certain Family Transfers.  Anything to
the contrary contained in this Section V notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust
for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section V. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section V, and there shall be no further transfer of such Shares except in accordance with the terms of this Section V.

   (g)      Termination of Right of First
Refusal.    The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded. 

  
 -2- 










 (b) 
  

 6.        Tax
Consultation.  Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax
consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. 

7.        Restrictive Legends and Stop-Transfer Orders. 

  (a)      Legends.  Participant understands and agrees that
the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state
or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES
SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

   (b)      Stop-Transfer Notices.  Participant
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records. 

  
 -3- 










 (b) 
  

   (c)      Refusal to
Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 8.        Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or multiple assignees,
and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns. 

9.        Interpretation.  Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be
final and binding on all parties. 
 10.      Governing Law;
Severability.    This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect. 
 11.      Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Restricted
Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

 

					
	 Submitted by:
	 		 	 Accepted by:

	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	By
			
	  
	 		 	  

	 Print Name
	 		 	Print Name
			
		 		 	  

		 		 	Title
		 		 	
	 Address:
	 		 	 Address:

			
	  
	 		 	  



  
 -4- 










 (b) 
  


							
				
	  
	 		 		 	  

				
		 		 		 	  

		 		 		 	Date Received


  
 -5- 










 (c) 
  

 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	 PARTICIPANT
	  	 :
	  	
			
	 COMPANY
	  	 :
	  	     FLUIDIGM CORPORATION

			
	 SECURITY
	  	 :
	  	     COMMON STOCK

			
	 AMOUNT
	  	 :
	  	
			
	 DATE
	  	 :
	  	

 In connection with the purchase of the above-listed Securities, the undersigned Participant
represents to the Company the following: 
   (a)      Participant is
aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for
investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

   (b)      Participant acknowledges and understands that the
Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide
nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if
Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market
price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be
imprinted with any legend required under applicable state securities laws. 

  (c)      Participant is familiar with the provisions of Rule 701 and
Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of 








 (b) 
  

 
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of
Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or
“riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable. 

  In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then
the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a
specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2),
(3) and (4) of the paragraph immediately above. 

  (d)      Participant further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701
are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall
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 their respective brokers who participate in such transactions do so at their own risk.
Participant understands that no assurances can be given that any such other registration exemption shall be available in such event. 
  

	
	 PARTICIPANT

	
	  

	 Signature

	
	  

	 Print Name

	
	  

	 Date




  
 -2- 










 (c) 
  

 EXHIBIT C-1 

FLUIDIGM CORPORATION 
 2009 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT

 THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between
                                        
(the “Purchaser”) and Fluidigm Corporation (the “Company”) or its assignees of rights hereunder as of
                                        ,
            . 
 Unless otherwise defined
herein, the terms defined in the 2009 Equity Incentive Plan shall have the same defined meanings in this Agreement. 

RECITALS 
 A.     Pursuant to the exercise of the option (grant number             ) granted to Purchaser under the Plan
and pursuant to the Stock Option Agreement (the “Option Agreement”) dated
                                        ,
             by and between the Company and Purchaser with respect to such grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference,
Purchaser has elected to purchase              of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement
(“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement, which have become vested are sometimes collectively referred to herein as the “Shares.” 

B.     As required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. 

 

	 	1.	Repurchase Option. 

 (a)        If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall have the right and
option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the
Purchaser for such Shares (the “Repurchase Option”). 

(b)        Upon the occurrence of such termination, the Company may exercise its
Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating
the Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase
price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the 








 (b) 
  

 
aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon
delivery of such notice and payment of the aggregate repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or
relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. 
 (c)        Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. 

(d)        If the Company does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. 
 (e)        The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser’s Option Agreement. 

 

	 	2.	 Transferability of the Shares; Escrow. 



(a)        Purchaser hereby authorizes and directs the Secretary of the Company,
or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. 

(b)        To insure the availability for delivery of Purchaser’s Unvested
Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the
share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to
the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect.
Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be
discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

 (c)        Neither the Company nor the Escrow Agent shall be liable
for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. 

  
 -2- 










 (b) 
  

 (d)      Transfer or sale of the Shares
is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any
Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. 

3.      Ownership, Voting Rights, Duties.  This Agreement shall not affect
in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. 
 4.      Legends.    The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any
legend required under applicable federal and state securities laws): 
 THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 

5.      Adjustment for Stock Split.  All references to the number of
Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares, which may be made by the Company pursuant to Section 13 of the Plan after
the date of this Agreement. 
 6.      Notices.  Notices required
hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 

7.      Survival of Terms.    This Agreement shall apply to and
bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 
 8.      Section 83(b) Election.    Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an
Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the
Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to
the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income
will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for
alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an
Election, alternative 

  
 -3- 










 (b) 
  

 
minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. 

This discussion is intended only as a summary of the general United States income tax laws that apply to exercising
Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual
circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of
Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. 
 PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER’S BEHALF. 
 9.      Representations. Purchaser has reviewed
with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations
of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

 10.    Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. The Plan, the Option Agreement, the Exercise Notice, this Agreement, and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and
Purchaser. This Agreement is governed by the internal substantive laws but not the choice of law rules of California. 
 Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement. 

  
 -4- 










 (b) 
  

 IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above. 
  

											
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	 By

			
	  
	 		 	  

	 Print Name
	 		 	 Print Name

			
	  
	 		 	  

		 		 		 		 		 	 Title

			
	  
	 		 	
	 Residence Address
	 		 		 		 	
						
	 Dated:
	 	  
	 	 ,
	 	
                 
    
	 		 	


  
 -5- 










 (b) 
  

 EXHIBIT C-2 

ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED I,
                                        ,
hereby sell, assign and transfer unto Fluidigm Corporation                      shares of the Common Stock of Fluidigm Corporation standing in
my name of the books of said corporation represented by Certificate No.              herewith and do hereby irrevocably constitute and
appoint                                        
  to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Fluidigm Corporation and the undersigned dated
                    ,              (the “Agreement”). 

 

							
	 Dated:
                                        ,
            
	 		  	 Signature:
	 	  



 
  
  

 
  
  

 
  
  

 
  
  

 
  
 INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the
Agreement, without requiring additional signatures on the part of the Purchaser. 








 (c) 
  

 EXHIBIT C-3 

JOINT ESCROW INSTRUCTIONS 
                                 ,
         
 Corporate Secretary 

Fluidigm Corporation 
 7000 Shoreline Court, Suite 100 
 South San Francisco, CA 94080 

Dear
                                : 

As Escrow Agent for both Fluidigm Corporation (the “Company”), and the undersigned purchaser of stock of the
Company (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the
undersigned, in accordance with the following instructions: 

1.        In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be
purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with
the terms of said notice. 
 2.        At the closing, you are directed
(a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to
be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the
Company’s repurchase option. 
 3.        Purchaser irrevocably
authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and
appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser
shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 

4.        Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company’s repurchase option has been exercised, you shall deliver to Purchaser a 








 (b) 
  

 
certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within one hundred and twenty (120) days after cessation of
Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 
 5.        If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you
shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 

6.        Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto. 
 7.        You shall
be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant
to the advice of your own attorneys shall be conclusive evidence of such good faith. 

8.        You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or
comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 

9.        You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 

10.      You shall not be liable for the outlawing of any rights under the Statute of
Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 

11.      You shall be entitled to employ such legal counsel and other experts as you may
deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 

12.      Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease
to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 

  
 -2- 










 (b) 
  

 13.      If you reasonably require other
or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 

14.      It is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been
settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings. 
 15.      Any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each
of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto. 

16.      By signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 

17.      This instrument shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns. 
 18.      These
Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of California. 
  

					
	 PURCHASER
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	 By

			
	  
	 		 	  

	 Print Name
	 		 	 Print Name

			
	  
	 		 	  

		 		 	 Title

			
	  
	 		 	
	 Residence Address
	 		 	


  
 -3- 










 (b) 
  


							
	 ESCROW AGENT
	 		 	
			
	  
	 		 	
	 Corporate Secretary
	 		 	
				
		 		 		 	
	 Dated:
	 	  
	 		 	


  
 -4- 










 (c) 
  

 EXHIBIT C-4 

ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF 1986 
 The undersigned taxpayer hereby
elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any
compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below. 
  

	1.	 The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 



 

									
		 	 TAXPAYER
	 		  		 	 SPOUSE

	 NAME:
	 	  
	  		 	  

				
	 ADDRESS:
	 	  
	  		 	  

				
		 	  
	  		 	  

				
	 TAX ID NO.:
	 	  
	  		 	  

					
	 TAXABLE YEAR:
	 	  
	 		  		 	

  

	2.	 The property with respect to which the election is made is described as follows:
                     shares (the “Shares”) of the Common Stock of Fluidigm Corporation (the “Company”).



  

	3.	 The date on which the property was transferred
is:                            ,           
 . 


  

	4.	 The property is subject to the following restrictions: 



The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and
the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 
  

	5.	 The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms shall never
lapse, of such property is: $                            . 



 

	6.	 The amount (if any) paid for such property is:
$                            . 



The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the
undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

  

					
	 Dated:
                                         
           ,             
	  		  	  

		  		  	 Taxpayer


 The
undersigned spouse of taxpayer joins in this election. 








 (b) 
  

  

					
	 Dated:
                                         
           ,             
	  		  	  

		  		  	 Spouse of Taxpayer



  
 -2- 










 (c) 
  

 FLUIDIGM CORPORATION 

2009 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT 
 Unless otherwise
defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”). 

 

	1.	 NOTICE OF GRANT OF RESTRICTED STOCK 



Name: 
 Address: 
 The undersigned Participant has been granted a
right to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows: 
  

					
	 Date of Grant:
	  	  
	  	
			
	 Vesting Commencement Date:
	  	  
	  	
			
	 Purchase Price per Share:
	  	 $
	  	
			
	 Total Number of Shares Granted:
	  	  
	  	
			
	 Total Purchase Price:
	  	 $
	  	
			
	 Expiration Date:
	  	 [30 days after Date of Grant]
	  	
			
	 Vesting Schedule:
	  		  	

 Subject to any accelerated vesting provisions in the Plan, [Vesting
Schedule] 
 Any of the Shares which have not yet been released from the Company’s Repurchase Option are
referred to herein as “Unreleased Shares.” The Shares which have been released from the Company’s Repurchase Option shall be delivered to Participant at Participant’s request (see Section (k) of Part 0 of this
Agreement). 
 YOU MUST EXERCISE THIS RESTRICTED STOCK AWARD BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND
YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. 








 (b) 
  

  

	2.	 AGREEMENT 


 (a)      Sale of Stock.  The Administrator of the Company hereby agrees to sell to the Participant named in the Notice of Grant of Restricted Stock in
Part 1 of this Agreement (“Participant”), and Participant hereby agrees to purchase the number of Shares set forth in the Notice of Grant of Restricted Stock, at the Purchase Price per Share set forth in the Notice of Grant of
Restricted Stock (the “Purchase Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. 

(b)      Payment of Purchase Price.    Participant herewith
delivers to the Company the aggregate Purchase Price for the Shares by cash or check, together with any and all withholding taxes due in connection with the purchase of the Shares. 

(c)      Participant’s Representations.  In the event the Shares have
not been registered under the Securities Act of 1933, as amended, at the time this Restricted Stock Award is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Restricted Stock
Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A. 
 (d)      Lock-Up Period.  Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration)
for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company
filed under the Securities Act (or such other period as may be requested by the Company or the underwriters 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). 

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company,
Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a
registration statement filed under the Securities Act. The obligations described in this Section (d) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in
the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that 

  
 -2- 










 (b) 
  

 
may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the
end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Restricted Stock Award or shares acquired pursuant to the Restricted Stock Award shall be bound by this Section (d). 

(e)      Non-Transferability of Restricted Stock.  This Restricted Stock
Award may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Participant. 

(f)      Tax Consequences.  Participant has reviewed with
Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this
Agreement. Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the
Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. Participant understands that Participant may elect to be
taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within thirty (30) days from the date of purchase. The form for making this
election is attached as Exhibit B-3 hereto. 
 THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE
PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

 (g)      Tax Withholding.  Pursuant to such procedures as the
Administrator may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the payment of income, employment and other taxes which the Company determines must be withheld (the “Withholding
Taxes”) with respect to Shares released from the Company’s Repurchase Option by, in the Administrator’s discretion: (i) withholding otherwise deliverable Shares upon release from the Company’s Repurchase Option having a Fair
Market Value equal the amount of such Withholding Taxes, (ii) withholding the amount of such Withholding Taxes from Participant’s paycheck(s), (iii) requiring Participant to make appropriate arrangements with the Company (or the
Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Withholding Taxes, or (iv) a combination of the foregoing. The Company shall not retain fractional Shares to satisfy any portion of the Withholding Taxes.
Accordingly, if any withholding is done through the withholding of Shares, Participant shall pay to the Company an amount in cash sufficient to satisfy the remaining Withholding Taxes due and payable as a result of the Company not retaining
fractional Shares. Should the Company be unable to procure such cash amounts from Participant, Participant 

  
 -3- 










 (b) 
  

 
agrees and acknowledges that Participant is giving the Company permission to withhold from Participant’s paycheck(s) an amount equal to the remaining Withholding Taxes due and payable as a
result of the Company not retaining fractional Shares. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of purchase.

 (h)      No Guarantee of Continued Service.  PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 (i)      Repurchase Option. 

(i)        In the event Participant’s continuous status as a Service
Provider terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option for a period of ninety
(90) days from such date to repurchase up to that number of Shares which constitute the Unreleased Shares (as defined in Part 1 of this Agreement) at the Purchase Price per share (the “Repurchase Price”) (the “Repurchase
Option”). 
 (ii)      The Repurchase Option shall be exercised by the
Company by delivering written notice to Participant or Participant’s executor (with a copy to the Escrow Holder (as defined in Section (k))) AND, at the Company’s option, (i) by delivering to Participant or Participant’s
executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of Participant’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of
(i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the
Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of
Unreleased Shares being repurchased by the Company. 
 (iii)     Whenever the Company
shall have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the


  
 -4- 










 (b) 
  

 
Company’s Repurchase Option to purchase all or a part of the Unreleased Shares. If the Fair Market Value of the Unreleased Shares to be repurchased on the date of such designation or
assignment (the “Repurchase FMV”) exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate
Repurchase Price of Unreleased Shares to be purchased. 
 (iv)      If the Company
or its assignee does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following Participant’s termination as a Service Provider, the Repurchase Option shall terminate.

 (j)       Restriction on Transfer.  Except for the escrow
described in Section (k) or transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until
the release of such Shares from the Company’s Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution. Any distribution or delivery to be made to Participant under this
Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, to the administrator or executor of Participant’s estate. Any such transferee must furnish the
Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

(k)       Escrow of Shares. 

(i)        To ensure the availability for delivery of Participant’s
Unreleased Shares upon exercise of the Repurchase Option by the Company, Participant will, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates
representing the Unreleased Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit B-1. The Unreleased Shares and Stock Assignment shall be held by
the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Participant attached as Exhibit B-2 hereto, until such time as the Company’s Repurchase Option expires. 

(ii)       The Escrow Holder shall not be liable for any act it may do or omit to do
with respect to holding the Unreleased Shares in escrow and while acting in good faith and in the exercise of its judgment. 
 (iii)      If the Company or any assignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the
proposed transferee, shall take all steps necessary to accomplish such transfer. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and
authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such
Unreleased Shares to the Company upon such termination. 

  
 -5- 










 (b) 
  

 (iv)      When the Repurchase Option has
been exercised or expires unexercised or a portion of the Shares has been released from such Repurchase Option, upon Participant’s request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall
deliver such certificate to the Company or Participant, as the case may be. 

 (v)      Subject to the terms hereof, Participant shall have all the rights of a
shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. 

(vi)      In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Common Stock, the Shares shall be increased, reduced or otherwise changed, and by virtue of any such change
Participant shall in his or her capacity as owner of Unreleased Shares that have been awarded to him or her be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities);
such new or additional or different shares, cash or securities shall thereupon be considered to be “Unreleased Shares” and shall be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant
to this Agreement. If Participant receives rights or warrants with respect to any Unreleased Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such
exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be Unreleased Shares and shall be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares
pursuant to this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares
or other securities acquired by the exercise of such rights or warrants. 

(l)       Company’s Right of First Refusal.  Subject to
Section (j), before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (l) (the “Right of First Refusal”). 

(i)        Notice of Proposed Transfer.  The Holder of the
Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered
Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 

(ii)       Exercise of Right of First Refusal.  At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below. 

  
 -6- 










 (b) 
  

 (iii)      Purchase
Price.  The purchase price (“Right of First Refusal Price”) for the Shares purchased by the Company or its assignee(s) under this Section (l) shall be the Offered Price. If the Offered Price includes consideration other
than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 
 (iv)      Payment.  Payment of the Right of First Refusal Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or
in the manner and at the times set forth in the Notice. 

(v)       Holder’s Right to Transfer.  If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section (l), then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section (l) shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice
are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred. 
 (vi)      Exception for Certain Family
Transfers.  Anything to the contrary contained in this Section (l) notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to
Participant’s immediate family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section (l). “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Agreement, including but not limited to this Section (l) and
Section (i), and there shall be no further transfer of such Shares except in accordance with the terms of this Section (l). 
 (vii)     Termination of Right of First Refusal.  The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of
Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

(m)      Restrictive Legends and Stop-Transfer Orders. 

(i)        Legends.  Participant understands and agrees that the
Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or
federal securities laws: 

  
 -7- 










 (b) 
  

 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE
EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE
EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 

(ii)         Stop-Transfer Notices.   Participant agrees
that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records. 

(iii)        Refusal to Transfer.   The Company shall not be
required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so transferred. 

(n)        Notices.  Any notice, demand or request required or
permitted to be given by either the Company or Participant pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed
to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. 

Any notice to the Escrow Holder shall be sent to the Company’s address with a copy to the other party not sending
the notice. 

  
 -8- 










 (b) 
  

 (o)      No
Waiver.    Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter
enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the
circumstances. 
 (p)      Successors and
Assigns.    The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned
with the prior written consent of the Company. 

(q)      Interpretation.    Any dispute regarding the
interpretation of this Agreement shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final
and binding on all parties. 
 (r)      Additional
Documents.    Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 

(s)      Governing Law; Severability.  This Agreement is governed by the
internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect. 
 (t)      Entire Agreement.  The Plan is
incorporated herein by reference. The Plan and this Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

  
 -9- 










 (b) 
  

 Participant acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	 By

			
	  
	 		 	  

	 Print Name
	 		 	 Print Name

			
	  
	 		 	  

		 		 	 Title

			
	  
	 		 	
	 Residence Address
	 		 	


  
 -10-










 (b) 
  

 EXHIBIT A 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	 PARTICIPANT
	  	 :
	  	
			
	 COMPANY
	  	 :
	  	 FLUIDIGM CORPORATION

			
	 SECURITY
	  	 :
	  	 COMMON STOCK

			
	 AMOUNT
	  	 :
	  	
			
	 DATE
	  	 :
	  	

 In connection with the purchase of the above-listed Securities, the undersigned
Participant represents to the Company the following: 

1.              Participant is aware of the
Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for
Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

      2.        Participant acknowledges and
understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other
things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be
unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in
the market price of the Securities, or for a period of one year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be
imprinted with any legend required under applicable state securities laws. 

      3.        Participant is familiar with the
provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Award to Participant, the exercise shall be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities 

  
 -11-










 (b) 
  

 
exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of
certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if
applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the
Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale
to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
sections (2), (3) and (4) of the paragraph immediately above. 

4.        Participant further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are
not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall
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 their respective brokers who participate in such transactions do so at their own risk.
Participant understands that no assurances can be given that any such other registration exemption shall be available in such event. 
  

	
	 PARTICIPANT

	
	  

	 Signature

	
	  

	 Print Name

	
	  

	 Date




  
 -12-










 (b) 
  

 EXHIBIT B-1 

ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED I,
                                        ,
hereby sell, assign and transfer unto Fluidigm Corporation                      shares of the Common Stock of Fluidigm Corporation standing in
my name on the books of said corporation represented by Certificate No.          herewith and do hereby irrevocably constitute and appoint
                                        
to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Fluidigm Corporation and the undersigned dated
                            ,
             (the “Agreement”). 
  

							
	 Dated:
                                        ,
            
	  		  	 Signature:
	  	  



 
  
  

 
  
  

 
  
  

 
  

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the
Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Participant. 

  
 -13-










 (d) 
  

 EXHIBIT B-2 

JOINT ESCROW INSTRUCTIONS 
                                 ,
         
 Corporate Secretary 

7000 Shoreline Court, Suite 100 
 South San Francisco, CA 94080 
 Dear
                                : 

As Escrow Agent for both Fluidigm Corporation (the “Company”), and the undersigned purchaser of stock of the
Company (the “Participant”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the
undersigned, in accordance with the following instructions: 

1.        In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Participant and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Participant and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance
with the terms of said notice. 
 2.        At the closing, you are
directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of
stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the
Company’s repurchase option. 
 3.        Participant irrevocably
authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Participant does hereby irrevocably constitute and
appoint you as Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Participant
shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 

4.        Upon written request of the Participant, but no more than once per
calendar year, unless the Company’s repurchase option has been exercised, you shall deliver to Participant a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option.
Within one hundred and twenty (120) days after cessation of 








 (b) 
  

 
Participant’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Participant a certificate or certificates representing the
aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 

5.        If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Participant, you shall deliver all of the same to Participant and shall be discharged of all further obligations hereunder. 

6.        Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto. 
 7.        You shall
be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Participant while acting in good faith, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 

8.        You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or
comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 

9.        You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 

10.      You shall not be liable for the outlawing of any rights under the Statute of
Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 

11.      You shall be entitled to employ such legal counsel and other experts as you may
deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 

12.      Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease
to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 

13.      If you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 

  
 -2- 










 (b) 
  

 14.      It is understood and agreed that
should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said
securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 

15.      Any notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or
at such other addresses as a party may designate by ten (10) days advance written notice to each of the other parties hereto. 
 16.      By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement. 
 17.      This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted assigns. 

18.      These Joint Escrow Instructions shall be governed by the internal substantive
laws, but not the choice of law rules, of California. 
  

							
	 PARTICIPANT
	 		  	 FLUIDIGM CORPORATION

			
	  
	 		  	  

	 Signature
	 		  	 By

			
	  
	 		  	  

	 Print Name
	 		  	 Print Name

			
	  
	 		  	  

		 		  	 Title

			
	  
	 		  	
	 Residence Address
	 		  	
			
	 ESCROW AGENT
	 		  	
			
	  
	 		  	
	 Corporate Secretary
	 		  	
				
	 Dated:
	 	  
	 		  	


  
 -3- 










 (d) 
  

 EXHIBIT B-3 

ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF 1986 
 The undersigned taxpayer hereby elects, pursuant to
Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer’s receipt of the property described below. 
  

	1.	 The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 



 

									
	   NAME:
	 	  
	 		 	 SPOUSE:
	 	  

					
	   ADDRESS:
	 	  
	 		 		 	
					
		 	  
	 		 		 	

  

							
	   TAXPAYER IDENTIFICATION NO.:
	  	  
	  		  	TAXABLE YEAR:             


 

	2.	The property with respect to which the election is made is described as follows:
                     shares (the “Shares”) of the Common Stock of Fluidigm Corporation (the “Company”).


  

	3.	The date on which the property was transferred
is:                                    ,   
         . 

  

	4.	The property is subject to the following restrictions: 

 The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions
contained in such agreement. 
  

	5.	The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms shall never lapse, of such
property is: $                                    .


  

	6.	The amount (if any) paid for such property is:
$                                    .


 The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with
the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 
 The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

					
	 Dated:
                                         
   ,         
	 		 	  

		 		 	 Taxpayer


 The
undersigned spouse of taxpayer joins in this election. 
  

					
	 Dated:
                                         
   ,         
	 		 	  

		 		 	 Spouse of Taxpayer










 (d) 
  

 UK SUB-PLAN OF THE 

FLUIDIGM CORPORATION 
 1999 STOCK OPTION PLAN 
 UK STOCK OPTION AGREEMENT 

Unless otherwise defined herein, the terms defined in the UK Sub-Plan of the 1999 Stock Option Plan (or the applicable appendix
thereunder) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). 
 This Option will be taxed in the UK as an unapproved securities option. 
  

	1.	 NOTICE OF STOCK OPTION GRANT 


 «Name» 
 You have been granted an option to purchase Common Stock of
the Company, subject to the terms and conditions of the Sub-Plan, the Joint Election (as defined in Section 9(b) below) and Section 431 Election (as defined in Section 9(c) below) and this Option Agreement, as follows: 

 

			
	Grant Number	  	
		
	Date of Grant	  	
		
	Vesting Commencement Date	  	
		
	Exercise Price per Share	  	$
		
	Total Number of Shares Granted	  	
		
	Total Exercise Price	  	U.S.$
		
	Type of Option:	  	Unapproved Option
		
	Term/Expiration Date:	  	
		
	Exercise and Vesting Schedule:	  	

 This Option shall be exercisable in whole or in part, and shall vest according to the following
vesting schedule: 
 [Vesting Schule] 








 (b) 
  


  
 -2-










 (d) 
  

 Termination Period: 

This Option may be exercised, to the extent it is then vested, for three months after Optionee ceases to be a Service Provider. Upon
death or Disability of the Optionee, this Option may be exercised, to the extent it is then vested, for one year after Optionee ceases to be Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided
above. 
  

	II.	 AGREEMENT 


 (a) Grant of Option.  The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to
purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Sub-Plan, which is incorporated herein
by reference. Subject to Section 13(c) of the Sub-Plan, in the event of a conflict between the terms and conditions of the Sub-Plan and this Option Agreement, the terms and conditions of the Sub-Plan shall prevail. 

(b) Exercise of Option.  This Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Sub-Plan as follows: 
 (i)        Right to
Exercise.  This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Sub-Plan and this Option Agreement. 

(ii)       Method of Exercise.  This Option shall be exercisable by delivery of an
exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and is accompanied by a Joint
Election, a Section 431 Election and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, the Option Tax
Liability (as defined in Section 9 (e) below) and the Secondary NIC Liability (as defined in section 9(d)). This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice and such elections
and other documents as required by the Company and accompanied by the aggregate Exercise Price, the Option Tax Liability and the Secondary NIC Liability. 
 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. 

(c) Optionee’s Representations.  In the event the Shares have not been registered under the Securities Act of 1933,
as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form
attached hereto as Exhibit B. 








 (b) 
  

 (d) Lock-Up Period.  Optionee hereby agrees that, if so requested by
the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”)
following the effective date of a registration statement of the Company filed under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such
Market Standoff Period and Optionee agrees to enter into a market stand-off agreement in customary form consistent with this section with the managing underwriter. 
 (e) Method of Payment.  Payment of the aggregate Exercise Price together with payment of the Option Tax Liability and the Secondary NIC Liability shall be by any of the following, or a
combination thereof, at the election of the Optionee: 
 (i)        cash; 

(ii)       cheque; 
 (iii)      consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Sub-Plan. 

(f) Restrictions on Exercise.  This Option may not be exercised until such time as the Plan has been approved by the
shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 

(g) Non-Transferability of Option.  This Option may not be transferred in any manner during Optionee’s lifetime and
may be exercised during the lifetime of Optionee only by Optionee. The terms of the Sub-Plan and this Option Agreement shall be binding upon the personal representatives of the Optionee. 

(h) Term of Option.  This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Sub-Plan and the terms of this Option. 
 (i) Tax Obligations.

 (i)        Withholding.  Optionee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements as well as social security charges
applicable to the vesting of the Option, the exercise of the Option or the disposition of any Shares acquired upon exercise. In this regard, Optionee authorizes the Company (and/or the Parent or Subsidiary employing or retaining Optionee) to
withhold all applicable taxes legally payable by Optionee from the Optionee’s wages or other cash compensation paid to Optionee 

  
 -2-










 (b) 
  

 
by the Company (and/or the Parent or Subsidiary employing or retaining Optionee) or from proceeds from the sale of Shares acquired upon exercise of the Option in an amount sufficient to cover
such tax obligations. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(ii)        Tax Consultation.  Optionee understands that he or she may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that he or she will consult with any tax advisors Optionee deems appropriate in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice. 

(iii)       Section 431 Election.  As a further condition of the exercise of his
Option, the Optionee shall have signed a Section 431 election under Section 431 Income Tax (Earnings and Pensions) Act 2003 in the form set out in Exhibit C or in such other form as may be determined by HM Revenue & Customs from
time to time (“Section 431 Election”). 
 (iv)       Employer’s National
Insurance Charges.  As a futher condition of the exercise of an Option under the Sub-Plan the Optionee shall join with the Company, or if and to the extent that there is a change in the law, any other company or person who is or becomes a
secondary contributor for NIC purposes in respect of this Option (the “Secondary Contributor”) in making an election (in such terms and such form as provided in paragraphs 3A and 3B of Schedule 1 to the Social Security Contributions and
Benefits Act 1992) which has been approved by HM Revenue & Customs (the “Joint Election”), for the transfer of the whole or any liability of the Secondary Contributor to Employer’s Class 1 NICs (“Secondary NIC
Liability”). 
 (v)        Optionee’s Tax Indemnity. 

(i)      Indemnity To the extent permitted by law, the Optionee hereby agrees to indemnify and keep
indemnified the Company, and the Company as trustee for and on behalf of any related corporation, in respect of any liability or obligation of the Company and/or any related corporation to account for income tax (under PAYE) or any other taxation
provisions and primary class 1 national insurance contributions in the United Kingdom (the “Option Tax Liability”) to the extent arising from the grant, exercise, assignment, release, cancellation or any other disposal of an Option or
arising out of the acquisition, retention and disposal of the Shares acquired pursuant to this Option. 

(ii)     No Obligation to Issue Shares. The Company shall not be obliged to allot and issue any Shares or any
interest in Shares pursuant to the exercise of this option unless and until the Optionee has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against the Option Tax Liability and the
Secondary NIC Liability, or the Optionee has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Option Tax Liability and any Secondary NIC Liability will be recovered from the Optionee within such
period as the Company may then determine. 

  
 -3-










 (b) 
  

 (iii)      Right of Retention.  In the absence
of any such other arrangement being made, the Company shall have the right to retain out of the aggregate number of shares to which the Optionee would have otherwise been entitled upon the exercise of this option, such number of Shares as, in the
opinion of the Company, will enable the Company to sell as agent for the Optionee (at the best price which can reasonably expect to be obtained at the time of the sale) and to pay over to the Company sufficient monies out of the net proceeds of
sale, after deduction of all fees, commissions and expenses incurred in relation to such sale, to satisfy the Optionee’s liability under such indemnity 
 (j) Acknowledgements. 

(i)        Optionee acknowledges receipt of a copy of the Sub-Plan and represents that he or she
is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Sub-Plan and this Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Sub-Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
 (ii)       The Company (and not Optionee’s employer) is granting the Option. The Company will administer theSub-Plan from outside Optionee’s country of
residence and that United States of America law will govern all Options granted under the Sub-Plan. 

(iii)      That benefits and rights provided under the Sub-Plan are wholly discretionary and, although
provided by the Company, do not constitute regular or periodic payments. The benefits and rights provided under the Sub-Plan are not to be considered part of Optionee’ s salary or compensation for purposes of calculating any severance,
resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Optionee waives any and all rights to
compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 
 (1)        the loss or diminution in value of such rights under the Subn-Plan, or 
 (2)        Optionee ceases to have any rights under, or ceases to be entitled to any rights under the Sub-Plan as a result of such termination. 

(iv)        The grant of the Option, and any future grant of Options under the Sub-Plan is
entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a
reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Sub-Plan. 

  
 -4-










 (b) 
  

 (v)        The Sub-Plan will not be deemed to
constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any cancellation,
of the Sub-Plan at any time. 
 (vi)       Participation in the Sub-Plan will not be deemed
to constitute, and will not be deemed by Optionee to constitute, an employment or labor relationship of any kind with the Company. 
 (vii)      By entering into this Option Agreement, and as a condition of the grant of the Option, Optionee consents to the collection, use, and transfer of personal data as
described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 

(1)        Optionee understands that the Company and its Subsidiaries hold certain personal
information about the Optionee, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options
or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Optionee’s favor, for the purpose of managing and administering the Sub-Plan (“Data”). 

(2)        Optionee further understands that the Company and/or its Subsidiaries will transfer
Data among themselves as necessary for the purposes of implementation, administration, and management of Optionee’s participation in the Sub-Plan, and that the Company and/or its Subsidiary may each further transfer Data to any third parties
assisting the Company in the implementation, administration, and management of the Sub-Plan (“Data Recipients”). 

(3)        Optionee understands that these Data Recipients may be located in Optionee’s
country of residence or elsewhere, such as the United States. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing
Optionee’s participation in the Sub-Plan, including any transfer of such Data, as may be required for the administration of the Sub-Plan and/or the subsequent holding of Shares on Optionee’ s behalf, to a broker or third party with whom
the Shares acquired on exercise may be deposited. Where the transfer is to be to a destination outside the European Economic Area, the Company shall take reasonable steps to ensure that the Optionee’s personal data continues to be adequately
protected and securely held. The Optionee understands that the Optionee may, at any time, view the Optionee’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Human Resources
Department of the Company (but the Optionee acknowledges that without the use of such data it may not be practicable for the Company to administer the Optionee’s involvement in the Sub-Plan in a timely fashion or at all and this may be
detrimental to the Optionee). 
 (4)        Optionee understands that Optionee may, at
any time, review the Data, request that any necessary amendments be made to it, or withdraw Optionee’s consent herein in 

  
 -5-










 (b) 
  

 
writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Sub-Plan. 

(viii)        Optionee has received the terms and conditions of this Option
Agreement and any other related communications, and Optionee consents to having received these documents in English. 
 (k)
Entire Agreement; Governing Law. The Sub-Plan is incorporated herein by reference. The Sub-Plan, Joint Election, Section 341 Election and this Option Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing
signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of the State of California. 
 (l) No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Optionee acknowledges receipt of a
copy of the Sub-Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Sub-Plan, Joint Election,
Section 431 Election and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Sub-Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

  

							
	 OPTIONEE:
	 		 	 FLUIDIGM CORPORATION

				
	  
	 		 	 By:
	 	  

	 «Name»
	 		 		 	
				
		 		 	 Title:
	 	  

				
	 Residence Address:
	 		 		 	


  
 -6-










 (b) 
  


	
	
	  

	
	  
	
	  



  
 -7-










 (d) 
  

 EXHIBIT A 

UK SUB-PLAN OF THE 
 FLUIDIGM CORPORATION 
 1999 STOCK OPTION PLAN 

EXERCISE NOTICE 
 Fluidigm Corporation 
 Attn: President 

7100 Shoreline Court 
 South San Francisco, CA 94080 

1.        Exercise of Option.  Effective as of today,
                    ,         , the undersigned (“Optionee”) hereby elects to
exercise Optionee’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of Fluidigm Corporation
(the “Company”) under and pursuant to the UK Sub-Plan of the 1999 Stock Option Plan (the “Sub-Plan”), Joint Election and Section 431 Election and the Stock Option Agreement dated «GrantDate» (the “Option
Agreement”). 
 2.        Delivery of Payment.  Optionee herewith
delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, together with payment of the Option Tax Liability and the Secondary NIC Liability and any other withholding taxes due in connection with the
exercise of the Option. 
 3.        Representations of
Optionee.  Optionee acknowledges that Optionee has received, read and understood the Sub-Plan, Joint Election, Section 431 Election and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

 4.        Rights as Shareholder.  Until the issuance of the Shares
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of
issuance except as provided in Section 11 of the Sub-Plan. 

5.        Company’s Right of First Refusal.  Before any Shares held by
Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 








 (b) 
  

 (a)        Notice of Proposed
Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 
 (b)        Exercise of Right of First Refusal.  At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below. 
 (c)        Purchase Price.  The
purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

(d)        Payment.  Payment of the Purchase Price shall be made, at the option
of the Company or its assignee(s), in cash (by cheque), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof
within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(e)        Holder’s Right to Transfer.  If all of the Shares proposed in
the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the
Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee
within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(f)        Exception for Certain Family Transfers.  Anything to the contrary
contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of
the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the 

  
 -2-










 (b) 
  

 
Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

  (g)        Termination of Right of First Refusal.  The Right of
First Refusal shall terminate as to any Shares upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. 
 6.         Tax
Consultation.  Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 7.         Restrictive Legends and Stop-Transfer Orders. 
    (a)        Legends.  Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE


  
 -3-










 (b) 
  

 
DATE OF UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

    (b)        Stop-Transfer
Notices.  Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records. 

   (c)        Refusal to Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

8.        Successors and Assigns.  The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and the terms and conditions of this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, the
terms and conditions of this Exercise Notice shall be binding upon Optionee and his or her personal representatives. 

9.        Interpretation.  Any dispute regarding the interpretation of this
Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all
parties. 
 10.      Governing Law; Severability.  This Exercise Notice is
governed by the internal substantive laws, but not the choice of law rules, of the State of California. 

11.      Entire Agreement.  The Sub-Plan, Joint Election, Section 431 Election and
Option Agreement are incorporated herein by reference. This Exercise Notice, the Joint Election, the Section 431 Election, the Sub-Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
  

							
	 Submitted by:
	 		 	 Accepted by:

			
	 OPTIONEE:
	 		 	 FLUIDIGM CORPORATION

				
	  
	 		 	 By:
	 	  

	 «Name»
	 		 		 	


  
 -4-










 (b) 
  

  

													
		 		 		 		 	Its:	 	  

	 Address:
	 		 		 		 		 		 	
	 
	 		 		 		 	Date Received:	 	  

							
	  
	 		 		 		 		 		 	
							
	  
	 		 		 		 		 		 	
							
	  
	 		 		 		 		 		 	


  
 -5-










 (d) 
  

 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	 OPTIONEE
	    	 :
	    	«NAME»
			
	 COMPANY
	    	 :
	    	FLUIDIGM CORPORATION
			
	 SECURITY
	    	 :
	    	COMMON STOCK
			
	 AMOUNT
	    	 :
	    	
			
	 DATE
	    	 :
	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company
the following: 
 (a)        Optionee is aware of the Company’s business affairs
and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only
and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b)        Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment
intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon
a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other
fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities
unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and with any other legend required under applicable state securities laws. 

(c)        Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under 









 (b) 
  

 
the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days
thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the
resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate,
(2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a
Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company
or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two
years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 
 (d)        Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed
its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 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 their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event. 
  

	
	Signature of Optionee:
	
	  

	«Name»
	
	Date:                     ,
        



  
 - 2 -










 (b) 
  

 EXHIBIT C 

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

 One Part Election 
  

	 	1.	 Between 


  

					
	 the Employee
 whose National
Insurance Number is
	  	«Name»	  	
		  	 	  	
	 and
 the Company (who is the
Employee’s employer)
	  	Fluidigm Europe, BV	  	
	of Company Registration Number	  		  	
		  	 	  	

  

	 	2.	 Purpose of Election 


 This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by
reason of section 423 ITEPA, are acquired. 
 The effect of an election under section 431(1) is that, for the relevant Income
Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the
restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets). 
  

	
	 Should the value of the securities fall following the acquisition, it is
possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income
Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.



 

	 	3.	 Application 


 This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to: 

 

					
	Number of securities	  	  
	  	
	Description of securities	  	Common Stock of Fluidigm Corporation.


  
 - 3 -









 (b) 

Name of issuer of securities
                                         Fluidigm
Corporation. 
 To be acquired by the Employee after         ,
                     20     [dd/mm/yyyy] under the terms of the UK Sub-Plan of the Fluidigm Corporation 1999
Stock Option Plan. 
  

	 	4.	Extent of Application 


This election disapplies section 431(1) ITEPA: all restrictions attaching to the securities. 

 

	 	5.	Declaration 

 This
election will become irrevocable upon the later of its signing or the acquisition (* and each subsequent acquisition) of employment-related securities to which this election applies. 

(* delete as appropriate) 
 In signing this joint election, we agree to be bound by its terms as stated above. 
  

							
	 .....................................................
	 		 	..../..../..........	 	
	Signature (Employee)	 		 	Date	 	
				
	 .....................................................
	 		 	 ..../..../..........
	 	
	Signature (for and on behalf of the Company)	 	Date	 	
				
	 .....................................................
	 		 		 	
	Position in company	 		 		 	

 Note:    Where the election is in respect of multiple acquisitions, prior to
the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition. 

  
 - 4 -









 FLUIDIGM CORPORATION 

2009 EQUITY INCENTIVE PLAN 
 INTERNATIONAL STOCK OPTION AGREEMENT 
 Unless otherwise
defined herein, the terms defined in the 2009 Equity Incentive Plan, including any applicable appendices thereunder (collectively, the “Plan”), shall have the same defined meanings in this International Stock Option Agreement (the
“Option Agreement”). 
  

	I.	 NOTICE OF STOCK OPTION GRANT 



Name: 
 Address: 
 The undersigned Participant has been granted an
Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

					
	Date of Grant:	  	
		
	Vesting Commencement Date:	  	
		
	Exercise Price per Share:	  	US$
		
	Total Number of Shares Granted:	  	«No of Shares Granted»
		
	Total Exercise Price :	  	US$
			
	Type of Option:	  	 ___
	  	Incentive Stock Option
			
		  	X	  	Nonstatutory Stock Option
			
	Term/Expiration Date:	  		  	
			
	Vesting Schedule:	  		  	

 This Option shall be exercisable, in whole or in part, according to the following
vesting schedule: 
 [Vesting Schedule] 







 Termination Period: 

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such
termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this
Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan. 

 

	II.	 AGREEMENT 


 1.    Grant of Option.    The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this
Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the Notice of Stock Option
Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option
(or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other
person) due to the failure of the Option to qualify for any reason as an ISO. 

2.    Exercise of Option. 

(a)  Right to Exercise.  This Option shall be exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. 
 (b)  Method of Exercise.  This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or
in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and
agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding. 

  
 -2- 









 No Shares shall be issued pursuant to the exercise of an Option unless such
issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares. 

3.    Participant’s Representations.    In the event the Shares have
not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B. 

4.    Lock-Up Period.    Participant hereby agrees that Participant shall
not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the
Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days
following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters 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). 
 Participant agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other
securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the
Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section II.4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or
similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with
respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 4. 
 5.    Method of
Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant: 

(a)  cash; 

  
 -3- 









 (b)  check; 

(c)  consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan (which shall include, without limitation, the ability to net exercise the Option); or 

(d)  surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of
exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the
Company. 
 6.    Restrictions on Exercise.    This Option may
not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any
Applicable Law. 
 7.    Non-Transferability of Option. 

(a)  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 

(b)  Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the
“Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the
Securities Act of 1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the
Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined
in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph. 
 8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option. 
 9.    Tax
Obligations. 
 (a)  Tax Withholding.  Participant agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements as well as


  
 -4- 









 
social security charges applicable to the Option, the exercise of the Option or the disposition of any Shares acquired upon exercise. In this regard, Participant authorizes the Company (and/or
the Parent or Subsidiary employing or retaining Participant) to withhold all applicable taxes legally payable by Participant from the Participant’s wages or other cash compensation paid to Participant by the Company (and/or the Parent or
Subsidiary employing or retaining Participant) or from proceeds from the sale of Shares acquired upon exercise of the Option in an amount sufficient to cover such tax obligations. Participant acknowledges and agrees that the Company may refuse to
honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. 
 (b)  Tax Consultation.  Participant understands that he or she may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares.
Participant represents that he or she will consult with any tax advisors Participant deems appropriate in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. 

10.    Acknowledgements. 

(a)  Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes thereunder)
and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes thereunder)
and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

(b)  The Company (and not Participant’s employer) is granting the Option. The Company will administer the
Plan from outside Participant’s country of residence and that United States of America law will govern all Options granted under the Plan. 
 (c)  That benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. The benefits and rights
provided under the Plan are not to be considered part of Participant’ s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards,
indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason
whatsoever insofar as those rights result or may result from: 

(i)        the loss or diminution in value of such rights under the Plan, or

 (ii)       Participant ceases to have any rights under, or ceases to be
entitled to any rights under the Plan as a result of such termination. 

  
 -5- 









 (d)  The grant of the Option, and any future grant of Options
under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or
not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. 
 (e)  The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part of the terms and conditions of employment, and that the Company will not incur any
liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time. 
 (f)  Participation in the Plan will not be deemed to constitute, and will not be deemed by Participant to constitute, an employment or labor relationship of any kind with the Company.

 (g)  By entering into this Option Agreement, and as a condition of the grant of the Option,
Participant consents to the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 

(i)        Participant understands that the Company and its Subsidiaries hold
certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company,
details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Participant’s favor, for the purpose of managing and administering the Plan (“Data”). 

(ii)       Participant further understands that the Company and/or its Subsidiaries
will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Participant’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer Data to any
third parties assisting the Company in the implementation, administration, and management of the Plan (“Data Recipients”). 
 (iii)      Participant understands that these Data Recipients may be located in Participant’s country of residence or elsewhere, such as the United States. Participant
authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Participant’s participation in the Plan, including any transfer of
such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf, to a broker or third party with whom the Shares acquired on exercise may be deposited. 

(iv)      Participant understands that Participant may, at any time, review the Data,
request that any necessary amendments be made to it, or withdraw Participant’s consent herein in writing by contacting the Company. Participant further understands that withdrawing consent may affect Participant’s ability to participate in
the Plan. 

  
 -6- 









 (h) Participant has received the terms and conditions of this Option
Agreement and any other related communications, and Participant consents to having received these documents in English. 
 11. Entire Agreement; Governing Law.  The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by
means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive laws but not the choice of law rules of California. 

12. No Guarantee of Continued Service.    PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

  
 -7- 









 Participant acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Print Name
			
	  
	 		 	  

		 		 	Title
			
	  
	 		 	
	Residence Address	 		 	


  
 -8- 









 EXHIBIT A 

2009 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

7000 Shoreline Court, Suite 100 
 South San Francisco, CA 94080 
 Attention: Stock Plan Administrator 

1.        Exercise of Option.  Effective as of today,
                    ,         , the undersigned (“Participant”) hereby elects to
exercise Participant’s option (the “Option”) to purchase                      shares of the Common Stock (the
“Shares”) of Fluidigm Corporation (the “Company”) under and pursuant to the 2009 Equity Incentive Plan, including any applicable appendices thereunder (collectively, the “Plan”), and the Stock Option Agreement dated
«GrantDate» (the “Option Agreement”). 

2.        Delivery of Payment.  Participant herewith delivers to
the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 

3.        Representations of Participant.  Participant
acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4.        Rights as Stockholder.  Until the issuance of the
Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock
subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 
 5.        Company’s Right of First Refusal.  Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 5 (the “Right of First Refusal”). 

(a)        Notice of Proposed Transfer.  The Holder of the
Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; 







 
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the
Offered Price to the Company or its assignee(s). 

(b)        Exercise of Right of First Refusal.  At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection 8 below. 

(c)        Purchase Price.    The purchase price
(“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith. 

(d)        Payment.  Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e)        Holder’s Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice
shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(f)        Exception for Certain Family Transfers.  Anything to
the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a
trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or
sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of
this Section 5. 
 (g)        Termination of Right of First
Refusal.    The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded. 

  
 -2- 









 6.         Tax
Consultation.  Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax
consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. 

7.         Restrictive Legends and Stop-Transfer Orders. 

   (a)        Legends.  Participant understands
and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE
EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE
EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 

   (b)        Stop-Transfer
Notices.  Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records. 

   (c)        Refusal to Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of 

  
 -3- 









 
this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred. 
 8.        Successors and
Assigns.    The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 

9.        Interpretation.  Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be
final and binding on all parties. 
 10.      Governing Law;
Severability.    This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect. 
 11.      Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

 

					
	 Submitted by:
	 		 	 Accepted by:

	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Print Name
			
		 		 	  

		 		 	Title
			
	 Address:
	 		 	 Address:

			
	  
	 		 	  

			
	  
	 		 	  

			
		 		 	  

		 		 	Date Received


  
 -4- 









 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	 PARTICIPANT
	  	 :
	    	
			
	 COMPANY
	  	 :
	    	 FLUIDIGM CORPORATION

			
	 SECURITY
	  	 :
	    	 COMMON STOCK

			
	 AMOUNT
	  	 :
	    	
			
	 DATE
	  	 :
	    	

 In connection with the purchase of the above-listed Securities, the undersigned
Participant represents to the Company the following: 

(a)        Participant is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only
and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b)        Participant acknowledges and understands that the Securities
constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s
representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with
any legend required under applicable state securities laws. 

(c)        Participant is familiar with the provisions of Rule 701 and
Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the








 
Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or
such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates
(1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited
“broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a
Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time
of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale
to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
sections (2), (3) and (4) of the paragraph immediately above. 

(d)        Participant further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or
701 shall 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 their respective brokers who participate in such transactions do so at their own risk.
Participant understands that no assurances can be given that any such other registration exemption shall be available in such event. 
  

	
	 PARTICIPANT

	
	  

	Signature
	
	  

	Print Name
	
	  

	Date



  
 -2- 









 FLUIDIGM CORPORATION 

2009 EQUITY INCENTIVE PLAN 
 FRENCH STOCK OPTION AGREEMENT 
 Unless otherwise defined
herein, the terms defined in the 2009 Equity Incentive Plan, including any applicable appendices thereunder (collectively, the “Plan”), shall have the same defined meanings in this French Stock Option Agreement (the “Option
Agreement”). 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 Name: 
 Address: 

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as follows: 
  

			
	 Date of Grant:
	  	
		
	 Vesting Commencement Date:
	  	
		
	 Exercise Price per Share:
	  	 US$

		
	 Total Number of Shares Granted:
	  	
		
	 Total Exercise Price :
	  	 US$«TotalExPrice»

		
	 Type of Option:
	  	  ̈ Incentive Stock Option

		
		  	  ̈ Nonstatutory Stock Option

		
	 Term/Expiration Date:
	  	
		
	 Vesting Schedule:
	  	

 This Option shall be exercisable, in whole or in part, according to the following
vesting schedule: 
 [Vesting schedule]; provided, however, the Option
granted hereunder may not be exercised before the one (1) year anniversary following the date the Option is granted (“Initial Exercise Date”) whether or not the Option has vested prior to such time. 







 Restriction on Sale: 

The Shares may not be transferred, assigned or hypothecated in any manner other than by will or by the laws of descent
or distribution before the date three (3) years after the Initial Exercise Date (the “Holding Period”), except upon the occurrence of an event provided for by Article 91 ter of Annex II to the French Tax Code. 

Participant shall be obligated to have Shares held pursuant to an escrow arrangement established by the Company, in order
to insure compliance with the Holding Period and so that the Company may sufficiently track the Shares acquired upon exercise of the Option and the Company shall be given sufficient access to any account Participant may have with respect to any such
Shares so that the Company may correctly provide any required reports to the French taxing authorities as required by Applicable Laws. Participant hereby authorizes and directs the Company to hold all Shares exercised subject to this Option under
the Escrow Provisions attached hereto as Exhibit B, for the duration of the Holding Period or until such time as this Option Agreement is no longer in effect. Participant hereby appoints the Secretary of the Company, or any other person
designated by the Company, as escrow agent and shall, upon execution of this Option Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Shares.

 The Company, or its designee, shall not be liable for any act it may do or omit with respect to holding the
Shares in escrow and while acting in good faith and in the exercise of its judgment. 
 Termination
Period: 
 This Option shall be exercisable for three (3) months after Participant ceases to be a
Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider in the event of
Participant’s Disability and six (6) months in the event of Participant’s death. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be
subject to earlier termination as provided in Section 13(c) of the Plan. 
  

	II.	 AGREEMENT 


 1.  Grant of Option.   The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Option Agreement
(“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail. 

  
 -2- 









 If designated in the Notice of Stock Option Grant as an Incentive Stock
Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be
treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a
NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to
qualify for any reason as an ISO. 
 2.   Exercise of Option. 

(a) Right to Exercise.  This Option shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of Exercise.  This Option shall be exercisable by delivery of an exercise notice to the Company, in the form attached as Exhibit A (the “Exercise Notice”) or
in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company and/or the Subsidiary pursuant to the provisions of the Plan (including Appendix B). Until the issuance of the Exercised Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Exercised Shares, notwithstanding the exercise of the Option. No
adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance of the Exercised Shares, except as provided in Appendix B of the Plan. The Exercise Notice shall be signed by Participant and shall be
delivered in person or by certified mail to the Secretary of the Company or such other person as the Company may designate. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares and all
applicable tax withholdings. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price and payment of all applicable tax withholdings. No Shares shall
be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the
Option is exercised with respect to such Shares. 
 3.  Participant’s
Representations.  In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all
or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit C. 
 4.  Lock-Up Period.  Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant 

  
 -3- 









 
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a
period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed
under the Securities Act (or such other period as may be requested by the Company or the underwriters 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). 

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company,
Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a
registration statement filed under the Securities Act. The obligations described in this Section II.4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this
Section 4. 
 5.  Method of Payment.   Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of the Participant: 
 (a) cash or
check (denominated in United States dollars); 
 (b) wire transfer (denominated in United States dollars); or

 (c) consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan (which shall include, without limitation, the ability to net exercise the Option). 

6.  Restrictions on Exercise.  This Option may not be exercised until such time as the Plan
has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 

7.  Non-Transferability of Option. 

  
 -4- 









 (a) This Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns
of Participant. 
 (b) Further, until the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under
the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in
Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or Disability of Participant. Until the Reliance End Date, the Options and,
prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent
position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph. 

8.  Term of Option.   This Option may be exercised only within the term set out in the Notice
of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
 9.  Withholding and Responsibility for Tax-Related Items. 
 Participant hereby acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains, to the extent
provided for by law, his or her responsibility and liability and that his or her employer, the Company and its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of the Option grant, including the grant, vesting or exercise of the Option and the subsequent sale of Shares acquired pursuant to such exercise; and (b) do not commit to structure the terms of the grant or any aspect of the Option to
reduce or eliminate his or her liability for Tax-Related Items. 
 Participant agrees that prior to exercise of
the Option or sale of the Share(s) acquired thereunder, he or she shall pay or make adequate arrangements satisfactory to the Company and/or his or her employer, as applicable, to satisfy all withholding obligations of the Company and/or his or her
employer. Participant acknowledges and agrees that the Company may refuse to honor the exercise of the Option and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise or related sale. In this regard,
Participant authorizes the Company and/or his or her employer (be it through the intermediary of the broker or otherwise) to withhold all applicable Tax-Related Items legally payable by him or her from his or her wages or other cash compensation
paid to him or her by the Company and/or his or her employer, or from proceeds of sale. Alternatively, or in addition, Participant agrees and acknowledges that the Company may sell or arrange for the sale of Shares that Participant is due to acquire
with respect to the Option to meet the minimum withholding 

  
 -5- 









 
obligation for Tax-Related Items. Any estimated withholding which is not required in satisfaction of any Tax-Related Items shall be repaid to Participant by the Company or his or her employer, as
applicable. Finally, Participant agrees that he or she shall pay to the Company or his or her employer, as applicable, any amount of any Tax-Related Items that the Company and/or his or her employer may be required to withhold as a result of his or
her participation in the Plan or his or her exercise of the Option or sale of Shares acquired thereunder that cannot be satisfied by the means previously described. In the event that the Options under the Plan are subsequently disqualified for
purposes of French tax law, Participant agrees to submit immediately the amount of any income tax withholding and/or Participant’s social security contributions due by means of check, cash or credit transfer. In addition, Participant grants the
Company or his/her employer the right to require the broker to withhold sufficient amounts from the sale proceeds to meet the Tax-Related Items withholding obligations. 

Participant’s employer or the Company may withhold Shares owed to Participant at the time of exercise in order to
meet the tax and/or social insurance charges that might be due on behalf of Participant at the time of sale of the underlying Shares. Upon sale of the underlying Shares, Participant authorizes his/her employer or the Company to withhold, or request
the broker to withhold, from the proceeds to be paid to Participant the amount necessary to satisfy the Tax-Related Items due on behalf of Participant at the time of exercise of the Option and/or sale of the Shares acquired thereunder. If such
amounts are due and are not withheld, Participant shall agree to submit the amount due to the Company, his or her employer or the appropriate tax authorities by check, cash or credit transfer upon request. 

Participant also agrees that in the hypothesis he/she breaches any obligation set forth in the Plan, or this Option
Agreement, the damages that shall be suffered by his/her employer and/or the Company shall be no less than the amount of the taxes and social security contributions (employer’s and Participant’s part) applicable to the related Options or
Shares acquired thereunder, which minimum amount shall therefore be withheld by his/her employer, the Company or the broker as damages, notwithstanding any further action from his/her employer and or the Company against Participant. 

10.  Acknowledgements. 

(a) Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes thereunder) and
represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes thereunder) and
this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

  
 -6- 









 (b)  The Company (and not Participant’s employer) is
granting the Option. The Company will administer the Plan from outside Participant’s country of residence and that United States of America law will govern all Options granted under the Plan. 

(c)  That benefits and rights provided under the Plan are wholly discretionary and, although provided by the
Company, do not constitute regular or periodic payments. The benefits and rights provided under the Plan are not to be considered part of Participant’s salary or compensation for purposes of calculating any severance, resignation, redundancy or
other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Participant waives any and all rights to compensation or damages as a
result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 
 (i)        the loss or diminution in value of such rights under the Plan, or 

(ii)       Participant ceases to have any rights under, or ceases to be entitled to
any rights under the Plan as a result of such termination. 
 (d)  The grant of the Option, and any
future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any
further Options, whether or not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. 

(e)  The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part
of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time. 

(f)  Participation in the Plan will not be deemed to constitute, and will not be deemed by Participant to
constitute, an employment or labor relationship of any kind with the Company. 
 (g)  By entering
into this Option Agreement, and as a condition of the grant of the Option, Participant consents to the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with
Applicable Law. 
 (i)        Participant understands that the Company
and its Subsidiaries hold certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships
held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Participant’s favor, for the purpose of managing and administering the Plan (“Data”).

 (ii)       Participant further understands that the Company and/or its
Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, 

  
 -7- 









 
administration, and management of Participant’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer Data to any third parties assisting the
Company in the implementation, administration, and management of the Plan (“Data Recipients”). 

(iii)       Participant understands that these Data Recipients may be located in
Participant’s country of residence or elsewhere, such as the United States. Participant authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing,
administering, and managing Participant’s participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf, to a broker or
third party with whom the Shares acquired on exercise may be deposited. 

(iv)       Participant understands that Participant may, at any time, review the
Data, request that any necessary amendments be made to it, or withdraw Participant’s consent herein in writing by contacting the Company. Participant further understands that withdrawing consent may affect Participant’s ability to
participate in the Plan. 
 (h)  Participant has received the terms and conditions of this Option
Agreement and any other related communications, and Participant consents to having received these documents in English. Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue anglaise, que
j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre le présent contrat ainsi que l’ensemble des documents et annexes s’y afférant et que j’ai eu l’opportunité de
m’en entretenir avec les conseils de mon choix. (I represent that I perfectly speak and understand the English language, that I had enough time to review and understand this agreement as all the related documents and appendix and
that I had the opportunity to obtain advice from the counsels of my choice). 
 11. Entire Agreement;
Governing Law.  The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This
Option Agreement is governed by the internal substantive laws but not the choice of law rules of California. 

12. No Guarantee of Continued Service.   PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION
OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT 

  
 -8- 









 
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Participant acknowledges receipt of a copy of the Plan (including Appendix B attached thereto) and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the
Company upon any change in the residence address indicated below. 
  

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	 Gajus V. Worthington

	Print Name	 		 	Print Name
			
	  
	 		 	 President, Chief Executive Officer

		 		 	Title
			
	  
	 		 	
	Residence Address	 		 	


  
 -9- 









 EXHIBIT A 

2009 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

7000 Shoreline Court, Suite 100 
 South San Francisco, CA 94080 
 Attention: Stock Plan Administrator 

1.        Exercise of Option.  Effective as of today,
                    ,         , the undersigned (“Participant”) hereby elects to
exercise Participant’s option (the “Option”) to purchase                      shares of the Common Stock (the
“Shares”) of Fluidigm Corporation (the “Company”) under and pursuant to the 2009 Equity Incentive Plan, including any applicable appendices thereunder (collectively, the “Plan”), and the Stock Option Agreement dated
«GrantDate» (the “Option Agreement”). 

2.        Delivery of Payment.  Participant herewith delivers to
the Company the full purchase price of the Shares, as set forth in the Option Agreement. Should any tax or social contribution be due by the Company or Participant’s employer) due to the exercise of the Option or the disposition of the Shares,
Participant hereby agrees that the corresponding amount may be withheld on the proceeds due to Participant from any sale of the Shares by the broker previously selected by the Company to be used by Participant and such amount shall be directly paid
to the Company so that the Company may pay the relevant taxing authorities any amounts due. 

3.        Representations of
Participant.    Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4.        Rights as Stockholder.    Until the issuance
of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the
Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a
dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan. 
 5.        Company’s Right of First Refusal.  Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 5 (the “Right of First Refusal”). 







 (a)        Notice of Proposed
Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 
 (b)        Exercise of Right of First Refusal.  At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection 8 below. 
 (c)        Purchase
Price.    The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 
 (d)        Payment.  Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or
in the manner and at the times set forth in the Notice. 

(e)        Holder’s Right to Transfer.  If all of the
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in
the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may
be sold or otherwise transferred. 
 (f)        Exception for
Certain Family Transfers.  Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or
intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further
transfer of such Shares except in accordance with the terms of this Section 5. 

  
 -2- 










   (g)        Termination of Right of First
Refusal.   The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded. 

6.         Tax Consultation.   Participant understands that
Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with
the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. 
 7.         Restrictive Legends and Stop-Transfer Orders. 
    (a)        Legends.  Participant understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED OR HYPOTHECATED IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF DESCENT OR DISTRIBUTION BEFORE THE DATE THREE (3) YEARS AFTER THE INITIAL EXERCISE DATE, AS SUCH TERM IS DEFINED
IN THE STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. 

  
 -3- 









 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 
    (b)        Stop-Transfer Notices.  Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

    (c)        Refusal to
Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 8.        Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or multiple assignees,
and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns. 

9.        Interpretation.  Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be
final and binding on all parties. 
 10.     Governing Law;
Severability.    This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect. 
 11.     Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement
and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

  
 -4- 









 Je reconnais expressément par les présentes, que je
comprends et parle parfaitement la langue anglaise, que j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre le présent contrat ainsi que l’ensemble des documents et annexes s’y
afférant et que j’ai eu l’opportunité de m’en entretenir avec les conseils de mon choix. (I represent that I perfectly speak and understand the English language, that I had enough time to review and
understand this agreement as all the related documents and appendix and that I had the opportunity to obtain advice from the counsels of my choice). 
  

					
	 Submitted by:
	 		 	 Accepted by:

	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Print Name
			
		 		 	  

		 		 	Title
			
	 Address:
	 		 	 Address:

			
	  
	 		 	  

			
	  
	 		 	  

			
		 		 	  

		 		 	Date Received


  
 -5- 









 EXHIBIT B 

FLUIDIGM CORPORATION 
 2009 EQUITY INCENTIVE PLAN 
 ESCROW PROVISIONS — FRENCH EMPLOYEES

 1.        Option.  As set forth in the Notice of
Stock Option Grant, you have been granted the Option under the Plan. The Shares acquired upon exercise of the Option shall be held by the Company under these Escrow Provisions in an account in your name. 

2.        Legal and Equitable Title.  Legal and equitable title
to the Option and any cash or securities acquired pursuant thereto, shall remain with you at all times, notwithstanding that such items may be held by the Company pursuant to these Escrow Provisions. 

3.        Exercise of Option.  You may instruct the Company to
exercise the Option on your behalf at such time or times as permitted by the Notice of Stock Option Grant, the Stock Option Agreement and the Plan. 
 4.        Proceeds of Exercise.  Shares acquired upon exercise of the Option shall be held by the Company under these Escrow Provisions until the
date three (3) years from the Initial Exercise Date (the “Holding Period”); provided, however, that the duration of this restriction on sale shall be automatically adjusted to conform with any changes to the holding period required
for favorable tax and social security treatment under Applicable Laws, as defined in the Plan. Upon the expiration of the Holding Period, you may elect to keep the Shares in your account under these Escrow Provisions or have them distributed to you
as soon as administratively feasible. You may elect to keep any proceeds from any sale of such Shares, made following the expiration of the Holding Period, in your account under these Escrow Provisions or to have them distributed to you within ten
(10) business days of the sale, pursuant to such channels as the Company reasonably determines appropriate. 
 5.        Powers of Company.   The Company may take any and all actions, and is hereby granted such powers and discretion, as may appear necessary
or proper to comply with the Applicable Laws and to effectuate and carry out the terms and purposes of these Escrow Provisions, including, but not limited to, the power to exercise the Option and hold or dispose of the proceeds of such exercise in
accordance with the terms of these Escrow Provisions. 

6.        Limitation of Liability.  The Company shall not be
liable for any damage caused by the exercise of its discretion as authorized by these Escrow Provisions for any reason, except gross negligence or willful misconduct. The Company shall not be liable for honest mistakes of judgment or for losses or
liabilities due to such honest mistakes of judgment. 

7.        Costs and Expenses of this Escrow.   All costs and
expenses of these Escrow Provisions shall be borne by the Company. 







 8.        Governing
Law.   These Escrow Provisions shall be administered in the State of California, and its validity, construction and all rights hereunder, shall be governed by the laws of the State of California; provided, however, that all matters
affecting the title, ownership and transferability of any security, whether created or held hereunder, shall be governed by all applicable federal, state, or foreign securities laws. 

 

					
	 PARTICIPANT
	 		 	 FLUIDIGM CORPORATION

			
	  
	 		 	  

	 Signature
	 		 	 By

			
	  
	 		 	  

	 Print Name
	 		 	 Name

			
	  
	 		 	  

	  
	 		 	 Title

	 Residence Address
	 		 	


  
 -2- 









 EXHIBIT C 

INVESTMENT REPRESENTATION STATEMENT 
  

							
	 PARTICIPANT
	  	 :
	    		    	
				
	 COMPANY
	  	 :
	    	 FLUIDIGM CORPORATION
	    	
				
	 SECURITY
	  	 :
	    	 COMMON STOCK
	    	
				
	 AMOUNT
	  	 :
	    	  
	    	
				
	 DATE
	  	 :
	    	  
	    	

 In connection with the purchase of the above-listed Securities, the undersigned
Participant represents to the Company the following: 
 (a) Participant is aware of the Company’s business
affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b)        Participant acknowledges and understands that the Securities
constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s
representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with
any legend required under applicable state securities laws. 

(c)        Participant is familiar with the provisions of Rule 701 and
Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the








 
Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or
such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates
(1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited
“broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a
Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time
of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale
to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
sections (2), (3) and (4) of the paragraph immediately above. 

(d)        Participant further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or
701 shall 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 their respective brokers who participate in such transactions do so at their own risk.
Participant understands that no assurances can be given that any such other registration exemption shall be available in such event. 
  

	
	 PARTICIPANT

	
	  

	Signature
	
	  

	Print Name
	
	  

	Date



  
 -2-