Forms of agreements under the 1999 Stock Option Plan



 Exhibit 10.2A 
 FLUIDIGM CORPORATION 
 1999 STOCK OPTION PLAN 

STOCK OPTION AGREEMENT 
 Unless otherwise defined herein, the terms defined in the 1999 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). 

 

	 	I.	NOTICE OF STOCK OPTION GRANT 

  

 
  

 
  

 
 You
have 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:	  	__________________

 Exercise and Vesting
Schedule: 
 This Option shall be exercisable in whole or in part, and shall vest according to the following vesting
schedule: 
 1/48th of the Shares subject to the Option shall vest each month following the Vesting Commencement Date set forth above,
subject to Optionee’s continuing to be a Service Provider on such dates. 







 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 Plan, which is incorporated herein by reference. Subject to Section 13(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 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”). 
 (b)      Exercise of
Option.  This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows: 
 (i)     Right to Exercise. 

(1)      Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be
exercisable cumulatively according to the vesting schedule set forth in the Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares which 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). 
 (2)      As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. 

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

(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 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. 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. 

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

(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. 

(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 shall be by any of the following, or a combination thereof, at the election of the
Optionee: 
 (i)        cash; 

(ii)        check; 
 (iii)      consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 

(iv)      surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 

(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
otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 

  
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 (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 Plan and the terms of this Option. 
 (i)      Tax Consequences.  Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

(i)        Exercise of NSO.  There may be a regular federal income tax
liability upon the exercise of an NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(ii)        Exercise of ISO.  If this Option qualifies as an ISO, there will be
no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 
 (iii)        Exercise of ISO Following Disability.  If the Optionee ceases to be an Employee as a result of a disability that is not a total and
permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO. 

(iv)        Disposition of Shares.  In the case of an NSO, if Shares are held
for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after
exercise and at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year
after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price of the Exercised Shares
and the lesser of (i) the Fair Market Value of the Exercised Shares on the date of exercise, or (ii) the sale price of the Exercised Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within
the meaning of Section 83 of the Code) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the period that the ISO Shares were held. 

(v)        Notice of Disqualifying Disposition of ISO Shares.  If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired 

  
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pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 

(vi)         Section 83(b) Election for Unvested Shares Purchased Pursuant to
Options.  With respect to the exercise of an Option for unvested Shares, an election (the “Election”) may be filed by the Optionee with the Internal Revenue Service, within 30 days of the purchase of the Shares,
electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of an NSO, this will result in a recognition
of taxable income to the Optionee 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 Optionee at the time or times on which the Company’s Repurchase Option lapses. In the case of an ISO, such an election will result in a recognition of income to the Optionee 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 minimum taxable income will be measured and recognized by Optionee at the time or times on which the Company’s Repurchase Option lapses. Optionee 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-5 for reference.

 OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION
UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE’S BEHALF. 
 (j)      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 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. 

(k)      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 AT THE WILL 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 ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT 

  
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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 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 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. Optionee 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. Optionee further agrees to
notify the Company upon any change in the residence address indicated below. 
  

					
	OPTIONEE:	 		 	FLUIDIGM CORPORATION
			
		 		 	By:                            
                                         
              
	  
 Name
	 		 	
		 		 	
			
	Residence Address:	 		 	Title:                            
                                         
           
			
	  
	 		 	
			
	  
	 		 	


  
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 EXHIBIT A 

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 1999 Stock Option Plan (the “Plan”) and the Stock Option Agreement dated
                     (the “Option Agreement”). 
 2.        Delivery of Payment.  Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement. 
 3.        Representations of Optionee.  Optionee
acknowledges that Optionee 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 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 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”). 
 (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 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 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 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


  
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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. 

(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 heirs, executors, administrators, successors and assigns. 

  
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 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 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 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	 		  	
			
		 		  	Its:
                                         
                   
	Address:	 		  	
			
	  
	 		  	Date Received:
                                        

			
	  
	 		  	


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

									
	 OPTIONEE
	  	:	  		 	  
	    	
					
	 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 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:
                    ,         




  
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 EXHIBIT C-1 

FLUIDIGM CORPORATION 
 1999 STOCK OPTION PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT

 THIS AGREEMENT is made between
                                        
(the “Purchaser”) and Fluidigm Corporation (the “Company”) as of
                    ,            . 

Unless otherwise defined herein, the terms defined in the 1999 Stock Option Plan shall have the same defined meanings in this Agreement.

 RECITALS 
 A.      Pursuant to the exercise of the option granted to Purchaser under the Plan and pursuant to 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
cause, death, and Disability, the Company shall have the right and option 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 transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company’s intention to exercise the
Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested
Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. 







 (c)      At its option, the Company may elect to make payment
for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s
office. 
 (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 Optionee’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, 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 Secretary of the Company, or such other person designated by the Company, 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 secretary 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. As a further condition to the Company’s obligations under
this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. 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)      The Company, or its designee, shall not 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. 
 (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. 

  
 -2- 









 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 11 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 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 a 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 minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. 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-5 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 

  
 -3- 









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

10.      Governing Law.  This Agreement shall be governed by the internal substantive
laws, but not the choice of law rules, of the State of California. 
 Purchaser represents that he 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- 









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

  

							
	 OPTIONEE:
	 		 	FLUIDIGM CORPORATION
				
	 	 		 	By:	 	  

	 Name
	 		 		 	
				
		 		 	Title:	 	  


  

	
	 Residence Address:

	
	 
	
	 
	
	
Dated:                    ,
        



  
 -5- 









 EXHIBIT C-2 

ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED I,                     , hereby sell, assign and transfer unto
                    
                    
(                    ) 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                     ,         . 

 

							
	Dated:                     ,
        	    	Signature:                          
                                
		  		    	Name    	  	

 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. 







 EXHIBIT C-3  

JOINT ESCROW INSTRUCTIONS 
                     ,          

Wilson Sonsini Goodrich & Rosati 

Attn: Robert F. Kornegay 
 650 Page Mill Road

 Palo Alto, CA 94304 
 Ladies and
Gentlemen: 
 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 (“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 will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the
Company’s repurchase 







 
option. Within 120 days after cessation of Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will 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. 

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- 









 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 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 the State of California. 
  

					
	PURCHASER:	 		  	FLUIDIGM CORPORATION
			
	  
	 		  	By:                             
                                         
         
	Name	 		  	
		 		  	Title:                            
                                         
       
			
	ESCROW AGENT	 		  	
			
	Wilson Sonsini Goodrich & Rosati	 		  	
			
	 	 		  	
	By: Robert F. Kornegay	 		  	
		 		  	
	Dated:                     ,
        	 		  	


  
 -3- 









 EXHIBIT C-4 

CONSENT OF SPOUSE 
 I,
                                        ,
spouse of
                                         
                   , have read and approve the foregoing Restricted Stock Purchase Agreement (the “Agreement”). In consideration of granting
of the right to my spouse to purchase shares of Fluidigm Corporation, as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement. 
  

					
	Dated:                            
                                         
         	  		  	Signature:                            
                                        









 EXHIBIT C-5 
 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:                      
               TAXPAYER:
                                        
   SPOUSE:                                    

 

					
	  ADDRESS:
	  	 	  	
			
		  	 	  	


 IDENTIFICATION NO.:         TAXPAYER:
                                        
   SPOUSE:                                    

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 will 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	  	 








 FLUIDIGM CORPORATION 

1999 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT 
 (NSO for Consultants) 

Unless otherwise defined herein, the terms defined in the 1999 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement (the
“Option Agreement”). 
 I.     NOTICE OF STOCK OPTION GRANT 

Name 
 Address 

You have 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	  	 	 	  	 
			
	Grant Number	  				  	
			
	Vesting Commencement Date	  				  	
			
	Exercise Price per Share	  				  	
			
	Total Number of Shares Granted	  				  	
			
	Total Exercise Price	  				  	
			
	Type of Option:	  	 	             Incentive Stock Option	  	  	
			
		  	 	    X      Nonstatutory Stock 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 Schedule] 
 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 a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above. This
Option may not be exercised with respect to unvested shares. 







  

	II.        	AGREEMENT 


1.        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 Plan, which is incorporated herein by reference. Subject to Section 13(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 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”). 

2.        Exercise of Option.  This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows: 

(a)        Right to Exercise. 

 

	 	(1)	Subject to subsections 2(a)(ii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Grant.


  

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

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

3.        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. 

4.        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 

  
 -2-









 
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. 

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 Optionee: 

(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; or 
 (d)    surrender of other Shares which,
(i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares. 
 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.  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 Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee. 
 8.        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 Plan and the terms of this Option. 

9.        Tax Consequences.  Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

  
 -3-









 There may be a regular federal income tax liability upon the exercise of an NSO. The
Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price. If Optionee is an
Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at
the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 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 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. 

11.        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 AT THE WILL 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 ENGAGEMENT 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. 

  
 -4-









 Optionee 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. Optionee 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. Optionee 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. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

							
	OPTIONEE:	 		 	FLUIDIGM CORPORATION
				
	 	 		 	By:	 	  

				
		 		 	Title:	 	  

	Residence Address:	 		 		 	
				
	 	 		 		 	
				
	 	 		 		 	


  
 -5-









 EXHIBIT A 

1999 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

Attn: President 
 7000 Shoreline Court

 Suite 100 
 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 1999 Stock Option Plan (the “Plan”) and the Stock Option Agreement dated «Grant Date» (the “Option Agreement”). 

2.        Delivery of Payment.  Purchaser herewith delivers to the Company the
full purchase price of the Shares, as set forth in the Option Agreement. 

3.        Representations of Optionee.  Optionee acknowledges that Optionee 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 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 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”). 
 (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 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 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 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


  
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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. 

(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 heirs, executors, administrators, successors and assigns. 

  
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 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 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 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:	 	
				
		 		  	Its:	 	  

	Address:	 		  		 		 	
	  
	 		  	Date Received:	 	  

				
	  
	 		  		 	


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	OPTIONEE	  	:	  	
	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 







 
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:
	
	  

		
	Date:	 	  




  
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 FLUIDIGM CORPORATION 

1999 STOCK OPTION PLAN 
 INTERNATIONAL STOCK OPTION AGREEMENT 
 Unless otherwise defined herein, the
terms defined in the 1999 Stock Option Plan (or the applicable appendix thereunder) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). 

I.  NOTICE OF STOCK OPTION GRANT 
 Name 
 Address 
 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan (and the applicable appendix thereunder, if any) and this Option Agreement, as
follows: 
  

			
	  Date of Grant	  	
		
	  Grant Number:	  	
		
	  Vesting Commencement Date	  	
		
	  Exercise Price per Share	  	U.S.$
		
	  Total Number of Shares Granted	  	
		
	  Total Exercise Price	  	U.S.$
		
	  Type of Option:	  	___      Incentive Stock Option
		
		  	X         Nonstatutory Stock 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 Schedule] 







 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 


1.    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 Plan, which is incorporated herein by reference. Subject to Section 13(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan (including any applicable appendix
thereunder) and this Option Agreement, the terms and conditions of the Plan (including any applicable appendix thereunder) shall prevail. 
 If designated in the Notice of 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”). 
 2.    Exercise of Option.  This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows: 

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

  
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 3.    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. 

4.    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. 
 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 Optionee:

 (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; or 
 (d) surrender of other Shares, provided that Shares
acquired from the Company (i) have been owned by the Optionee and not subject to a substantial risk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares. 
 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.  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 Optionee only by Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

8.    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 Plan and the terms of this Option. 

  
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 9.      Tax Obligations. 

(a) 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 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. 

(b) 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. 
 10. Acknowledgements. 

(a) Optionee 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. Optionee 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. Optionee 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. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

(b) The Company (and not Optionee’s employer) is granting the Option. The Company will administer the Plan from outside
Optionee’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 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


  
 -4- 









 
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 Plan, or 

(2)        Optionee 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 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 Plan at any time. 
 (f) Participation in
the 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. 
 (g) 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. 
 (i)      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 Plan
(“Data”). 
 (ii)      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 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)      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 Plan, including any transfer of such Data, as may
be required for the administration of the Plan and/or the 

  
 -5- 









 
subsequent holding of Shares on Optionee’ s behalf, to a broker or third party with whom the Shares acquired on exercise may be deposited. 

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

(h) 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. 
 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
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. 
 12. 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 AT THE WILL 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 ENGAGEMENT 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 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 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. Optionee 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. Optionee further agrees
to notify the Company upon any change in the residence address indicated below. 
 [Signature Page Follows] 

  
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	OPTIONEE:	 		 		 		  	FLUIDIGM CORPORATION
					
	  
	 		 		 		  	By:
                                         
                       
		 		 		 		  	
					
		 		 		 		  	Title:
                                         
                     
					
	Residence Address:	 		 		 		  	
					
	  
	 		 		 		  	
					
	  
	 		 		 		  	
					
	  
	 		 		 		  	








 EXHIBIT A 

1999 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

Attn: President 
 7000 Shoreline Court

 Suite 100 
 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 1999 Stock Option Plan, including any applicable appendixes thereunder (collectively, the “Plan”), 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, and any and all 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 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 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 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”). 

(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 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 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 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 

  
 -2- 









 
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 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. 

  
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 (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 heirs, executors, administrators, successors and assigns. 
 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 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 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:    	  	 
							
		 		 		 		 		 	Its:     	  	 
							
	Address:	 		 		 		 		 	Date Received:  	  	 
								
	 	 		 		 		 		 		  		  	
								
	 	 		 		 		 		 		  		  	
								
	 	 		 		 		 		 		  		  	


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	        OPTIONEE	  	:	  	
			
	        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 


  








 
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:
	
	  
	
	Date:                     ,
        



  
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THIS OPTION AGREEMENT AMENDS AND RESTATES AND SUPERSEDES IN ITS ENTIRETY THE OPTION AGREEMENT DATED MAY 8, 2007 BETWEEN
THE OPTIONEE IDENTIFIED BELOW AND FLUIDIGM CORPORATION (THE “ORIGINAL AGREEMENT”). THE UNDERSIGNED OPTIONEE ACKNOWLEDGES AND AGREES THAT THE ORIGINAL AGREEMENT WAS PREPARED ON THE COMPANY’S STANDARD FORM OF INTERNATIONAL AGREEMENT AND
NOT THE FORM APPROVED FOR ISSUANCE TO RESIDENTS OF FRANCE AND PURSUANT TO FRENCH LAW. THE UNDERSIGNED OPTIONEE AGREES THAT ALL RIGHTS WITH RESPECT TO THE OPTION GRANTED PURSUANT TO THE ORIGINAL AGREEMENT SHALL BE GOVERNED BY THIS INSTRUMENT AND THE
COMPANY’S 1999 STOCK PLAN, AND THE ORIGINAL AGREEMENT SHALL HAVE NO FURTHER FORCE OR EFFECT. 

 FLUIDIGM
CORPORATION 
 1999 STOCK OPTION PLAN 
 FRENCH STOCK OPTION AGREEMENT 
 Unless otherwise defined herein, the terms defined in the
1999 Stock Option Plan (or the applicable appendix thereunder) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). 
 I.    NOTICE OF STOCK OPTION GRANT 
 Name 

Address 
 You have been granted an option to
purchase Common Stock of the Company, subject to the terms and conditions of the Plan (and the applicable appendix thereunder, if any) and this Option Agreement, as follows: 

 

							
				
	Date of Grant	  		  		  	
				
	Grant Number	  		  		  	
				
	Vesting Commencement Date	  		  		  	
				
	Exercise Price per Share	  		  		  	U.S.$
				
	Total Number of Shares Granted	  		  		  	
				
	Total Exercise Price	  		  		  	U.S.$
				
	Type of Option:	  		  		  	           Incentive Stock Option
				
		  		  		  	X        Nonstatutory Stock 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 Schedule] 
 Restriction on Sale: 

The Shares may not be transferred, assigned or hypothecated in any manner otherwise 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. 

Optionee 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 Optionee 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. Optionee 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 Agreement is no longer in effect. Optionee hereby appoints the Secretary, or any other person designated by the Company as escrow agent
and shall, upon execution of this 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 will be exercisable for three (3) months after Optionee ceases to be a Service Provider, unless such termination is due
to Optionee’s death or Disability, in which case this Option will be exercisable for one (1) year after Optionee ceases to be Service Provider in the event of Optionee’s Disability and six (6) months after Optionee ceases to be a
Service Provider in the event of Optionee’s death. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above. 
     II.    AGREEMENT 

1.       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


  
 -2-









 
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 13(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan (including any applicable appendix thereunder) and this Option Agreement, the terms and conditions of the Plan (including any applicable appendix thereunder) shall prevail. 

If designated in the Notice of 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”). 

2.    Exercise of Option.   This Option shall be exercisable during its term in accordance with the
provisions of Section 9 of the Plan as follows: 
 (a) 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 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 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 Optioned Stock, 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 Shares, except as provided in Appendix B of the Plan. The Exercise Notice shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Subsidiary 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 Subsidiary 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 complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 

3.    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


  
 -3-









 
to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit C. 
 4.    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. 
 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 Optionee: 

(a) cash or check (denominated in U.S. Dollars); 
 (b) wire transfer (denominated in U.S. Dollars); or 
 (c) consideration received
by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan. 

6.    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. 

7.    Non-Transferability of Option.  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 Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. 
 8.    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 Plan and the terms of this Option. 
 9.    Withholding and Responsibility for Tax Related Items.  Optionee 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


  
 -4-









 
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.

 Optionee 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. Optionee acknowledges and agrees that the Company may refuse to honor the exercise
of the Option and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise or related sale. In this regard, Optionee 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, Optionee agrees and acknowledges that the Company may sell or arrange for the sale of Shares that Optionee is due to acquire with respect to the Option to meet the minimum withholding obligation for Tax Related Items. Any estimated
withholding which is not required in satisfaction of any Tax Related Items shall be repaid to Optionee by the Company or his or her employer, as applicable. Finally, Optionee 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, Optionee agrees to submit immediately the amount of any income tax withholding
and/or Optionee’s social security contributions due by means of check, cash or credit transfer. In addition, Optionee 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. 
 Optionee’s employer or the Company may withhold Shares owed to Optionee at the
time of exercise in order to meet the tax and/or social insurance charges that might be due on behalf of Optionee at the time of sale of the underlying Shares. Upon sale of the underlying Shares, Optionee authorizes his/her employer or the Company
to withhold, or request the Broker to withhold, from the proceeds to be paid to Optionee the amount necessary to satisfy the Tax Related Items due on behalf of Optionee 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, Optionee 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. 

Optionee 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 Employee’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 Optionee. 

10. Acknowledgements. 

  
 -5-









 (a) Optionee 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. Optionee 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. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan (including any applicable appendixes thereunder) or this Option. Optionee further agrees to notify the Company upon any
change in the residence address indicated below. 
 (b) The Company (and not Optionee’s employer) is granting the Option.
The Company will administer the Plan from outside Optionee’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 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 Plan, or 

(2) Optionee 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 (including any applicable appendixes thereunder). 
 (e) The 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 Plan at any time. 
 (f) Participation in
the 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. 

  
 -6-









 (g) 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 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 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”). 
 (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 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 Optionee’s behalf, to a broker or third party with whom the Shares acquired on
exercise may be deposited. 
 (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 writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Plan. 

(h) 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. 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 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 Optionee with respect to the subject matter hereof,
and may not be modified adversely 

  
 -7-









 
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. 
 12. 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 AT THE WILL OF THE COMPANY OR THE PARENT OR SUBSIDIARY OF THE COMPANY EMPLOYING OR RETAINING OPTIONEE (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 ENGAGEMENT 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 RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY OF THE COMPANY
EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 [Signature Page Follows] 

  
 -8-









 Optionee 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. Optionee 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. Optionee 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. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

							
	OPTIONEE:	 		  	FLUIDIGM CORPORATION
				
	 	 		  	By:	  	 
				
		 		  	Title:  	  	 
				
	Residence Address:	 		  		  	
				
	 	 		  		  	
				
	 	 		  		  	








 EXHIBIT A 

1999 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 Fluidigm Corporation 

Attn: President 
 7000 Shoreline Court

 Suite 100 
 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 1999 Stock Option Plan, including any applicable appendixes thereunder (collectively, the “Plan”), and the Stock Option Agreement dated May 8, 2007
(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. Should any tax or social contribution be due by the Company (or Optionee’s employer) due to the
exercise of the Option or the disposition of the Shares, Optionee hereby agrees that the corresponding amount may be withheld on the proceeds due to Optionee from any sale of the Shares by the broker previously selected by the Company to be used by
Optionee 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 Optionee.  Optionee acknowledges that Optionee 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
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 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”). 

(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 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 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 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. 

  
 -2-









 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 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. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE
EFFECTIVE 

  
 -3-









 
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 heirs, executors, administrators, successors and assigns. 

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 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 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. 

  
 -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 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:
			
	OPTIONEE:	 		  	FLUIDIGM CORPORATION
					
	 	 		  	By:  	  	 	  	 
		 		  	Its:  	  	 	  	 
					
	Address:	 		  		  		  	
				
	 	 		  	Date Received:	  	 
					
	 	 		  		  		  	








 EXHIBIT B 

FLUIDIGM CORPORATION 
 1999 STOCK OPTION PLAN 
 ESCROW PROVISIONS – FRENCH EMPLOYEES

 1.      Option.  As set forth in the Notice of 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 Instructions. 

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 Grant, the Stock Option Agreement and the Plan. 

4.       Proceeds of Exercise.   Shares acquired upon exercise of the Option shall be
retained in this Escrow 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 this Escrow, 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.   This Escrow 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. 
  

					
	OPTIONEE	 		  	FLUIDIGM CORPORATION
	  
	 		  	  

	Signature	 		  	By
	  
	 		  	  

	Print Name	 		  	Title
	  
	 		  	
	  
	 		  	
	Residence Address	 		  	


  
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 EXHIBIT C 

INVESTMENT REPRESENTATION STATEMENT 
  

							
			
	     OPTIONEE
	  	 	:	  	  	
			
	     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: 
 (e)       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”). 

(f)       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. 

(g)       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 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. 

(h)       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:
	  

	
	Date:                     ,
        



  
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 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. 
  

	 	I.	NOTICE OF STOCK OPTION GRANT 

 Name

 Address 
 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 Schedule] 

  








 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 


1.    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. 
 2.    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: 
 (a) 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. 
 (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”) 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. 

3.    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. 

  








 4.    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. 
 5.    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: 
 (a) cash; 

(b) cheque; 

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the
Sub-Plan. 
 6.    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. 

7.    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. 

8.    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. 

9.    Tax Obligations. 
 (a) 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-









 
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. 

(b) 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. 
 (c) 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”). 
 (d) 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”). 

(e) 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-









 (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. 
 10. Acknowledgements. 
 (a) 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. 

(b) The Company (and not Optionee’s employer) is granting the Option.  The Company will administer the Sub-Plan from
outside Optionee’s country of residence and that United States of America law will govern all Options granted under the Sub-Plan. 
 (c) 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: 
 (i)      the loss or diminution
in value of such rights under the Sub-Plan, or 
 (ii)      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. 
 (d) 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-









 (e) 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. 

(f) 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. 
 (g) 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. 

(i)      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”). 

(ii)      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”). 

(iii)      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). 
 (iv)      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 

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

(h) 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. 
 11. 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. 
 12. 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:	 	  

				
		 		  	Title:	 	  

				
	Residence Address:	 		  		 	


  
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 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”). 







 (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


  
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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 

  
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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:  	 	 


  
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		 		 	Its:                           
                                         
                             


							
				
	Address:	 		 	Date Received:	 	                             
                                         
      
	  
	 		 		 	
	  
	 		 		 	
	  
	 		 		 	


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	  OPTIONEE	    	:	  	 
			
	  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 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:

 

	  

Date:                    ,
        




  
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 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                                        
                         
 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.

	          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. 

  
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	 	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. 

  
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