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(1)

As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the condensed consolidated statements of operations.

(2)	In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan

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•	The IFCs used in our microfluidic systems are fabricated using a specialized polymer, and other specialized materials, that are available from a limited number of sources. In the past, we have encountered quality issues that have reduced our manufacturing yield or required the use of additional manufacturing processes.

•	Specialized pneumatic and electronic components for our C1, Callisto, Juno, and Polaris systems are available from a limited number of sources.

•	The electron multiplier detector included in the CyTOF and Helios systems and certain metal isotopes used with the CyTOF and Helios systems are purchased from sole source suppliers.

•	The nickel sampler cone used with the CyTOF and Helios systems is purchased from single source suppliers and is available from a limited number of sources.

•	The raw materials for our Delta Gene and SNP Type assays and Access Array target-specific primers are available from a limited number of sources.

•	we may be subject to increased component or assembly costs;

•	we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms;

•	our suppliers or service providers may make errors in manufacturing or assembly of components that could negatively affect the efficacy of our products or cause delays in shipment of our products; and

•	our suppliers or service providers may encounter capacity constraints or financial hardships unrelated to our demand for components or services, which could inhibit their ability to fulfill our orders and meet our requirements.

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•	changes in economic conditions;

•	natural disasters;

•	changes in government programs that provide funding to research institutions and companies;

•	changes in the regulatory environment affecting life science and Ag-Bio companies engaged in research and commercial activities;

•	differences in budget cycles across various geographies and industries;

•	market-driven pressures on companies to consolidate operations and reduce costs;

•	mergers and acquisitions in the life science and Ag-Bio industries; and

•	other factors affecting research and development spending.

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•	difficulties in integrating and managing the operations, technologies, and products of the companies we acquire;

•	diversion of our management’s attention from normal daily operation of our business;

•	our inability to maintain the key business relationships and the reputations of the businesses we acquire;

•	our inability to retain key personnel of the acquired company;

•	uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

•	our dependence on unfamiliar affiliates and customers of the companies we acquire;

•	insufficient revenue to offset our increased expenses associated with acquisitions;

•	our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and

•	our inability to maintain internal standards, controls, procedures, and policies.

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•	required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to our business in the future, such as the WEEE and RoHS directives, which regulate the use of certain hazardous substances in, and require the collection, reuse, and recycling of waste from, products we manufacture;

•	required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws, and anti-competition regulations;

•	export or import restrictions;

•	laws and business practices favoring local companies;

•	longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

•	unstable economic, political, and regulatory conditions;

•	potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;

•	difficulties and costs of staffing and managing foreign operations; and

•	difficulties protecting or procuring intellectual property rights.

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•	a failure to achieve market acceptance or expansion of our product sales;

•	loss of customer orders and delay in order fulfillment;

•	damage to our brand reputation;

•	increased cost of our warranty program due to product repair or replacement;

•	product recalls or replacements;

•	inability to attract new customers;

•	diversion of resources from our manufacturing and research and development departments into our service department; and

•	legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.

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•	expanding the commercialization of our products;

•	funding our operations;

•	furthering our research and development; and

•	acquiring other businesses or assets and licensing technologies.

•	market acceptance of our products;

•	the cost of our research and development activities;

•	the cost of filing and prosecuting patent applications;

•	the cost of defending, in litigation or otherwise, any claims that we infringe third-party patents or violate other intellectual property rights;

•	the cost and timing of regulatory clearances or approvals, if any;

•	the cost and timing of establishing additional sales, marketing, and distribution capabilities;

•	the cost and timing of establishing additional technical support capabilities;

•	the effect of competing technological and market developments; and

•	the extent to which we acquire or invest in businesses, products, and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

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•	We might not have been the first to make the inventions covered by each of our pending patent applications;

•	We might not have been the first to file patent applications for these inventions;

•	The patents of others may have an adverse effect on our business; and

•	Others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies.

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•	actual or anticipated quarterly variation in our results of operations or the results of our competitors;

•	announcements or communications by us or our competitors relating to, among other things, new commercial products, technological advances, significant contracts, commercial relationships, capital commitments, acquisitions or sales of businesses, and/or misperceptions in or speculation by the market regarding such announcements or communications;

•	issuance of new or changed securities analysts’ reports or recommendations for our stock;

•	developments or disputes concerning our intellectual property or other proprietary rights;

•	commencement of, or our involvement in, litigation;

•	market conditions in the life science, Ag-Bio, and clinical research sectors;

•	failure to complete significant sales;

•	manufacturing disruptions that could occur if we were unable to successfully expand our production in our current or an alternative facility;

•	any future sales of our common stock or other securities in connection with raising additional capital or otherwise;

•	any major change to the composition of our board of directors or management; and

•	general economic conditions and slow or negative growth of our markets.

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•	authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;

•	require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

•	specify that special meetings of our stockholders can be called only by our board of directors, the chairman of the board, the chief executive officer or the president;

•	establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

•	establish that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered three year terms;

•	provide that our directors may be removed only for cause;

•	provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

•	specify that no stockholder is permitted to cumulate votes at any election of directors; and

•	require a super-majority of votes to amend certain of the above-mentioned provisions.

•	senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes;

•	equal in right of payment to all of our liabilities that are not so subordinated;

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•	effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and

•	structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.

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•	require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows, or liquidity and, accordingly, does not protect holders of the notes in the event that we experience adverse changes in our financial condition or results of operations;

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•	limit our subsidiaries’ ability to guarantee or incur indebtedness that would rank structurally senior to the notes;

•	limit our ability to incur additional indebtedness, including secured indebtedness;

•	restrict our subsidiaries’ ability to issue securities that would be senior to our equity interests in our subsidiaries and therefore would be structurally senior to the notes;

•	restrict our ability to repurchase our securities;

•	restrict our ability to pledge our assets or those of our subsidiaries; or

•	restrict our ability to make investments or pay dividends or make other payments in respect of our common stock or our other indebtedness.

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(a)	Rental Deposit - The sum of [*****] ($[*****]) (the “Rental Deposit”). The Rental Deposit shall be held, without interest, and applied against first months’ Rent with respect to the Office Premises, (Basic Rent, Tenant’s Proportionate Share of Operating Costs, Realty Taxes, Premises hydro and HST) as it first falls due and payable by the Tenant under this Lease; and

(b)	Security Deposit - The sum of [*****] ($[*****])equal to the last months’ Rent with respect to the Office Premises (Basic Rent, Tenant’s Proportionate Share of Operating Costs, Realty Taxes, Premises hydro and HST), (the “Security Deposit”), which shall be held, by the Landlord, without interest, and applied against the Tenant’s faithful performance of its

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(B)	Warehouse Premises

(a)	Rental Deposit - the sum of [*****] ($[*****]) (the “Warehouse Rental Deposit”), which will be held, without interest, and applied on account of the first month’s Rent with respect to the Warehouse Premises (Basic Rent, Tenant’s Proportionate Share of Operating Costs, Realty Taxes, and HST) as it first falls due and payable by the Tenant under this Lease; and

(b)

Security Deposit - the sum of [*****]($[*****]) (the “Warehouse Security Deposit”) equal to the last months’ Rent with respect to the Warehouse Premises (Basic Rent, Tenant’s Proportionate Share of Operating Costs, Realty Taxes, and HST), which will be held, without interest, by the Landlord as security against the Tenant’s faithful performance of its obligations under this Lease and if not applied to remedy a default, shall be returned to the Tenant within thirty (30) days after the expiry of this Lease or any extension thereof.

(a)

The Tenant shall pay to the Landlord its Proportionate Share of Realty Taxes and Operating Costs commencing on the Rent Commencement Date. The Tenant will also pay a share of all Realty Taxes levied, assessed or allocated by the Landlord in respect to the Common Areas, if applicable. On or before the Term Commencement Date and the commencement of any Fiscal Period in which the Term falls, the Landlord shall estimate the Realty Taxes and Operating Costs and the Tenant's Proportionate Share thereof. The Tenant shall pay to the Landlord in equal monthly instalments in advance on the first day of each month a sum on account of its Proportionate Share of Realty Taxes and Operating Costs based on the Landlord's estimates.

(b)	The Landlord may from time to time re‑estimate the amount of projected Realty Taxes and Operating Costs for the then current Fiscal Period and re‑estimate the Tenant's Proportionate Share thereof for the remainder of the Fiscal Period and the Tenant shall change its monthly instalments to conform with the revised estimates.

(c)

After the end of each Fiscal Period the Landlord shall determine the actual Tenant's Proportionate Share of Realty Taxes and Operating Costs and the difference between such actual determination and the amount already billed to the Tenant in instalments. If the aggregate of the Tenant's instalments for the Fiscal Period in question was less than the actual determination, then the Tenant shall pay the difference to the Landlord forthwith, or if the aggregate of such instalments was more than the actual determination, the Landlord shall credit the difference to the Tenant's rental account.

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(a)

Except where the Tenant is purchasing Utilities directly from a supplier, the Tenant shall pay to the Landlord the cost of Utilities supplied to the Premises commencing on the Rent Commencement Date, as reasonably determined by the Landlord, and billed monthly, in advance. The amount of such cost shall be based on the Landlord's reasonable estimates for the quantities of Utilities supplied multiplied by the average unit costs to the Landlord for such utilities. The Tenant shall if requested by the Landlord or may, if it desires, install at the Tenant's own expense meters to measure the amount of any utilities supplied, and the Landlord shall employ the resulting metered quantities in lieu of estimated consumption. The Tenant shall also pay to the Landlord the cost of cleaning, maintaining and servicing all electric light fixtures in the Premises, including the cost of replacing light bulbs, tubes, starters and ballasts.

(b)	Where the Tenant is purchasing utilities directly from a supplier, it shall only deal with such suppliers that have obtained a license or other form of approval from the Landlord to run service for such utility through the Building.

(a)	The Tenant may from time to time request Additional Services from the Landlord and the Tenant shall pay to the Landlord, the Landlord's charge for such Additional Services, payable forthwith upon receipt of the Landlord's invoice therefor.

(b)

The Tenant shall not install in the Premises, without the Landlord's prior written consent, equipment (including telephone equipment) which generates sufficient heat to affect the temperature otherwise maintained in the Premises by the air conditioning system as normally operated. The Landlord may install supplementary air conditioning units, facilities or services in the Premises, or modify its air conditioning system, as may in the Landlord's reasonable opinion be required to maintain proper temperature levels, and the Tenant shall pay the Landlord within ten (10) days of receipt of any invoice for the cost thereof, including, without limitation, installation, operation and maintenance expenses, plus 15% of such cost to cover the Landlord's costs of administration.

(c)

If the Landlord shall from time to time reasonably determine that the use of electricity or any other utility or service in the Premises is disproportionate to the use of other tenants in the Building the Landlord may adjust the Tenant's share of the cost thereof from a date reasonably determined by the Landlord to take equitable account of the disproportionate use and may separately charge the Tenant for such excess cost, plus 15% of such excess cost to cover the Landlord's costs of administration. At the Landlord's request, the Tenant shall install and

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(a)	No Delay in Payment of Rent: Nothing contained in this Lease shall suspend or delay the payment of any money at the time it becomes due and payable. The Tenant agrees that the Landlord may, at its option, apply any sums received against any amounts due and payable under this Lease in such manner as the Landlord sees fit.

(b)	Interest on Arrears: If any amount of Rent is in arrears it shall bear interest at the Interest Rate.

(c)	Partial Periods: If the Rent Commencement Date is any day other than the first day of a calendar month, or if the Term ends on a day other than the last day of a calendar month, then Basic Rent and Additional Rent, as the case may be, will be adjusted for the months affected, pro rata based on a 365 day year.

(d)	Estimated Amounts: Where the Landlord estimates or re‑estimates the costs of Realty Taxes, Operating Costs and the amount of Utilities supplied, it shall do so acting reasonably and shall provide the Tenant with statements of such estimates in reasonable detail.

(e)	Audited Statement: Invoices for the actual determination of the Tenant's Proportionate Share of Operating Costs shall be accompanied by an audited statement of such Operating Costs.

(f)

General: All amounts payable by the Tenant to the Landlord pursuant to this Lease shall be deemed to be Rent. The Tenant agrees to pay all Rent together with Rental Taxes, if applicable, in advance on the first day of each month without deduction or abatement, except as expressly provided in this Lease, and without set‑off, and where payments due have been invoiced, such amounts shall be paid within ten (10) days of delivery of such invoice. All Rent shall be paid in lawful money of Canada.

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(a)

The Tenant may, at its expense, appeal or contest the taxes, assessments and other amounts payable as described in Section 5.2 hereof, but such appeal or contest shall be limited to the assessment of the Premises alone and not to any other part of the Building or the Lands provided it first gives the Landlord written notice of its intention to do so, and consults with the Landlord, and obtains the Landlord's prior written approval, which shall not be unreasonably withheld.

(b)	The Landlord reserves the right to appeal or contest any taxes payable by the Landlord.

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(a)	Maintain and keep in a good state of repair and in good appearance compatible with the Building, the Premises including the interior faces of any demising walls and permanent building walls, columns and covers for heating units along the exterior walls.

(b)	Maintain and keep in a good state of repair, the Leasehold Improvements, the Trade Fixtures and any signage, or other fixtures, attachments or installations in any part of the Building permitted by this Lease to be installed by or on behalf of the Tenant, whether or not located in the Premises.

(c)	Keep the Premises in a clean and tidy condition, and not permit wastepaper, garbage, ashes, waste or objectionable material to accumulate thereon or in or about the Building, other than in areas designated by the Landlord.

(d)	Repair all damage in the Premises resulting from any misuse, excessive use or installation, alteration, or removal of Leasehold Improvements, Trade Fixtures, fixtures, furnishings or equipment.

(a)	Reasonable wear and tear. which does not affect the proper use and enjoyment of the Premises.

(b)	The obligations of the Landlord as set out in Section 6.4 hereof.

(a)	The Building structure, roof, and permanent building walls (except for interior faces facing into the Premises).

(b)	Equipment installed by the Landlord to heat, ventilate, and air-condition the Building.

(c)	Systems installed by the Landlord for the distribution of Utilities.

(d)	The Common Areas including the elevators.

(e)	The Landlord's Improvements in the Premises.

(a)	The Landlord, or its agents, may, from time to time, acting reasonably and where practical in a manner that will not substantially disrupt the Tenant's business, after delivery of

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(b)

The Landlord may give written notice to the Tenant requiring it to perform in accordance with Section 6.2 hereof, and the Tenant shall rectify any failure to perform within the time period set out in Section 12.1 hereof. Should the Tenant fail to commence such remedy within the allotted time, or having so commenced, fail to diligently continue such remedy to conclusion, the Landlord may carry out such remedy without further notice to the Tenant, and charge the Tenant for such remedy as if it were an Additional Service requested by the Tenant.

(c)	If the Tenant is not present to open and permit any entry into the Premises when for any reason an entry shall be necessary in the case of emergency, the Landlord or its agents may, using reasonable force, enter the same without rendering the Landlord or such agents liable therefor, and without affecting the obligations and covenants of Tenant under this Lease.

(d)

Nothing in this Lease shall make the Landlord liable for any actions, notices or inspections as described in this Section 6.5, nor is the Landlord required to inspect the Premises, give notice to the Tenant (except as otherwise specifically provided in this Lease) or carry out remedies on the Tenant's behalf, nor is the Landlord under any obligation for the care, maintenance or repair of the Premises, except as specifically provided in this Lease.

(a)	Following approval by the Landlord, the Tenant shall install its initial Leasehold Improvements and Trade Fixtures in accordance with the provisions of Schedule "C" annexed hereto and the "Design Criteria Manual" (if applicable) prepared by the Landlord and provided to the Tenant.

(b)

Following installation of such initial Leasehold Improvements, and Trade Fixtures the Tenant shall not make any alterations, repairs, changes, replacements, additions, installations or improvements (the "Alterations") to any part of the Premises or Leasehold Improvements and Trade Fixtures without the Landlord's prior written approval, which approval shall not be unreasonably withheld, unless the Alteration may affect a structural part of the Building or may affect the mechanical, electrical, communications, air control or other basic systems of the Building or the capacities thereof, in which instance the Landlord's approval may be arbitrarily withheld. The Tenant shall submit to the Landlord details of any proposed work, including complete working drawings and specifications prepared by qualified designers and conforming to good engineering practice.

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(c)	The installation of all Leasehold Improvements shall:

(d)	Any Leasehold Improvements made by the Tenant without the prior written consent of the Landlord or which are not in accordance with the drawings and specifications approved by the Landlord shall, if requested by the Landlord, be promptly removed by the Tenant at the Tenant's expense, and the Premises shall be restored to their previous condition.

(e)	The Tenant shall reimburse the Landlord for the cost of technical evaluation of the Tenant's plans and specifications and shall revise such plans and specifications, as the Landlord deems necessary.

(f)

In carrying out any Alterations or Leasehold Improvements in the Premises, the Tenant, at its expense, shall pay to the Landlord with respect to such work the cost to the Landlord of all Utilities supplied to the Premises with respect to such work and the cost of any Additional Services including the cost of any necessary cutting or patching or repairing of any damage to the Building or the Premises, any cost to the Landlord of removing refuse, cleaning, hoisting of materials and any other costs of the Landlord which can be reasonably allocated as a direct expense relating to the conduct of such work.

(g)

If a request is made by the Tenant with respect to Alterations which may affect the structure or matters which affect the mechanical, electrical, communications, air control or other basic systems of the Building or the capacities thereof, which is approved by the Landlord, the Landlord may require that such work be designed by consultants designated by it and that it be performed by the Landlord or its contractors. If the Landlord or its contractors perform such work, it shall be at the Tenant's expense in an amount equal to the Landlord's total cost of such work or the contract price therefor plus ten (10%) percent, payable following completion upon demand. Notwithstanding the foregoing, if the Tenant requests the Landlord to alter or install any Leasehold Improvements or Trade Fixtures such work will be considered as an Additional Service.

(h)	No Leasehold Improvements by or on behalf of the Tenant shall be permitted which may adversely affect the condition or operation of the Building or any of its systems or the Premises or diminish the value thereof or restrict or reduce the Landlord's coverage for municipal zoning purposes.

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(i)	During the construction and installation of Leasehold Improvements the Tenant shall keep the Building clean from any debris related thereto, and in any event after construction is completed the Tenant shall do an adequate "first clean" to the Premises.

(j)

The Tenant shall promptly pay all its contractors and suppliers and shall do all things necessary to prevent a lien attaching to the Lands or Building and should any such lien be made or filed, the Tenant shall discharge or vacate such lien immediately. If the Tenant shall fail to discharge or vacate any lien, then in addition to any other right or remedy of the Landlord, the Landlord may discharge or vacate the lien by paying into Court the amount required by statute to be paid to obtain a discharge, and the amount so paid by the Landlord together with all costs and expenses including solicitor's fees (on a solicitor and his client basis) incurred in connection therewith shall be due and payable by the Tenant to the Landlord on demand together with interest at the Interest Rate, calculated from the date of payment by the Landlord until all of such amounts have been paid by the Tenant to the Landlord.

(a)	The Leasehold Improvements shall immediately upon installation become the property of the Landlord without compensation to the Tenant.

(b)

Unless the Landlord by notice in writing requests otherwise, the Tenant shall at its expense, at the end of the Term or earlier termination of this Lease, remove all (or part, as designated by the Landlord) of the Leasehold Improvements, and, subject only to reasonable wear and tear, restore the Premises to the base building standard with the basic systems of the Building, including the reconstruction necessary to reinstate the Premises original structure in the event structural changes were undertaken.

(C)	shall not be required to remove any Leasehold Improvements from the Premises, other than those:

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(D)	shall be required to restore the tbar ceiling grid and ceiling tiles which were removed from the office portion of the Warehouse Premises, at the Tenant’s request, in accordance with the Landlord’s Work.

(c)

Any damage to the Premises or to the Building caused by the installation or removal by the Tenant or by others on its behalf of Leasehold Improvements or trade fixtures shall be repaired forthwith by the Tenant at its expense (except that in the case of damage to areas outside of the Premises or to any structural or base building system or component, such repairs shall be made by the Landlord at the Tenant’s expense).

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(a)

Notwithstanding any other provision of this Lease, the Tenant and the Tenant’s Parties shall fully comply with all Environmental Laws applicable to the Premises, Building and Lands and the Tenant's use and occupation thereof, including but not limited to the delivery, handling and disposal of Contaminants on the Premises, Lands and or Building, in the care, custody and or control of the Tenant and or the Tenant’s Parties.

(b)

If the Landlord or Tenant, and or the Tenant’s Parties, receives an order, notice or directive under an Environmental Law (“Offence”), and or is convicted of an Offence, which relates to Contaminants, and or Contaminant Activities at the Premises, Lands or the Building, and such Offence is not rectified in accordance with Environmental Laws, forthwith, by the Tenant, then the Landlord shall have the option, at its sole discretion, to:

(i)	take reasonable steps to remedy such Offence, at the sole cost and expense of the Tenant, and such costs incurred by the Landlord shall be deemed to be Rent under this Lease and shall be immediately due and owing by the Tenant to the Landlord upon receipt of an invoice for same delivered to the Tenant from the Landlord; or

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(ii)

if the Offence has an adverse impact on the Premises, Building or Lands, terminate this Lease, in the event the Tenant is unable or unwilling to remedy the Offence, as set out in the first paragraph of (ib) above, forthwith by notice in writing, and the Landlord shall not be liable for any losses or damages of any kind however caused arising out of such termination, and the Tenant shall indemnify, defend with counsel, and hold Landlord and the Landlord Beneficiaries, harmless from and against any and all claims, damages, costs, expenses and liabilities arising out of any attempt by the Landlord to remedy such Offence, and this indemnity shall survive the termination of the Lease, for the period of time allowable in law.

(c)	The Tenant shall obtain and comply with the terms of all licenses, certificates of approval, permits, orders, directives and other requirements under applicable Environmental Law for the safe and lawful conduct of its business at or from the Premises, Buildings and Lands.

(d)	The Tenant will not use pesticides in the Premises or the Building unless the Tenant has first obtained prior written consent from the Landlord to do so and has obtained all necessary permits or approvals required under applicable Environmental Law.

(e)

The Tenant, and the Tenant’s Parties, shall not cause or allow any Contaminant to be used, generated, transported, stored, discharged, spilled, emitted to air or disposed of on, under, above or about, or transported to or from, the Building, Lands, the Common Areas and or the Premises (collectively the " Contaminant Activities") except in strict compliance, at the Tenant's expense, with all applicable Environmental Laws and the reasonable requirements of the Landlord, and using all necessary and appropriate precautions which a cautious, diligent and prudent operator would exercise.

(f)

The Landlord shall not be liable to the Tenant for any Contaminant Activities conducted or permitted by the Tenant or the Tenant’s Parties in or about the Building, the Common Areas, Lands and or the Premises during the Term and any extensions and or renewals thereof, however caused, whether or not consented to by the Landlord. The Tenant, shall indemnify, defend with counsel, and hold the Landlord and those for whom the Landlord is responsible in law and contract harmless from and against any claims, damages, costs, expenses and or liabilities arising out of any and all such Contaminant Activities conducted or permitted by the Tenant, and the Tenant’s Parties (including without limitation the full amount of all legal and consultants’ fees and expenses and the costs of removal, treatment, storage and disposal of Contaminants and remediation of the Premises and any adjacent property), and this indemnity shall survive the termination of the Lease, for the period of time allowable in law.

(g)	The Tenant shall immediately notify the Landlord both by telephone and in writing of any actual, alleged or suspected Discharge and the Landlord, its representatives and employees may enter the Premises at any time during the Term to inspect the Tenant's compliance herewith.

(h)	The Tenant shall also be responsible for proper disposal of all Contaminants and other materials which require special disposal measures, including oil, kitchen waste and grease.

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(i)

Where the Landlord provides separate waste collection facilities for different types of non-hazardous waste, the Tenant will separate such waste and will deliver each such waste to the appropriate facility. If contamination of such separated waste occurs as a result of Tenant's failure to comply with the foregoing sentence, the Tenant will indemnify the Landlord for all damages, loss, expense and costs incurred by the Landlord with respect to such contamination, together with an administration fee equal to fifteen (15%) percent twenty per cent (20%) of such costs. The Tenant shall comply with any non-hazardous waste reduction work plan prepared by Landlord from time to time (if any), at Tenant's cost. The Tenant shall comply with all reasonable requirements imposed by Landlord with respect to the implementation of a system for the storage, disposal, and separation of non-hazardous waste at the Building as contemplated by this Section 6.14.

(j)	The Tenant will not authorize, cause or permit a Discharge except in accordance with Environmental Law.

(k)

The Tenant will fully comply with all orders of an Authority which may be directed to the Landlord or the Tenant and which relate to the Premises or the Building in relation to the Premises, including orders to provide financial assurance, to perform studies, to improve pollution control, to remove waste, to conduct investigations or to prepare or perform an environmental cleanup of the Premises or the Building. Should an order or direction of an Authority be issued to the Landlord or the Tenant, requiring the Landlord or the Tenant to do anything in relation to an environmental problem caused or contributed to by the Tenant, the Tenant will, upon receipt of written notice from the Landlord, satisfy the requirements of the order or direction at the Tenant's expense.

(l)

If the Tenant fails or refuses to promptly and fully satisfy the requirements of an order or direction referred to in this Section, or if, in the Landlord's opinion the Tenant is not competent to satisfy the requirements of the order or direction, the Landlord may elect in writing (but is not obligated) to satisfy the whole or any part of the requirements of the order or direction at the Tenant's expense.

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(m)	If the Tenant fails or refuses to promptly and fully satisfy the requirements of any such order or direction the Landlord will have the option, at its sole discretion, to terminate this Lease forthwith by notice in writing, and Landlord will not be liable for any losses or damages of any kind however caused arising out of such termination.

(n)

Commercial building materials commonly include the use or presence of Contaminants. The Landlord has policies, procedures and programs in place to manage Contaminants known to be present within the Building in accordance with Environmental Laws. The Landlord will take reasonable steps to abate or remove known Contaminants that are in the Landlord’s care, custody and or control and as required by Environmental Laws or deemed necessary by the Landlord. In the event the Tenant undertakes construction during the Fixturing Period, the Warehouse Fixturing Period and/or throughout the Term, the Landlord will provide to the Tenant a designated substances survey prior to the commencement of such construction activities. Additionally, the Landlord will provide any available asbestos containing material information, as it pertains to the Tenant’s occupancy in the Building.

(o)

The Tenant shall not be liable for Contaminants which do not comply with applicable Environmental Laws and which (i) are present, or discharged, released or otherwise placed at the Premises, Building or Lands or which migrated to the Premises, Building or Lands from other lands, and (ii) were not brought upon, stored, kept, used, introduced or Discharged by the Tenant and or the Tenant’s Parties or otherwise caused, contributed to or made worse by the Tenant and or the Tenant’s Parties, be it before or after the Commencement Date or the end of the Term, but this shall not preclude the Landlord from including in Operating Costs any expenses or costs that pertain to Contaminants at the Building or Lands in Operating Costs except as expressly precluded under the definition of “Operating Costs” in Article XV of this Lease..

(p)

The Tenant and the Tenant’s Parties shall not bring or allow to be present in the Premises any Contaminants, other than those Contaminants, if any, which the Tenant requires for the proper operation of its business operations in the Premises, being those listed on Schedule "H". The Tenant shall notify the Landlord in writing of any proposed changes to Schedule "H" (including without limitation, the volume of the items listed on Schedule “H”). If Landlord objects to any such change, Landlord shall make commercially reasonable efforts to provide Tenant with written notice of its objection to any such change within ten (10) Business Days of receipt of Tenant’s written notice, which objection(s) shall be made only upon a reasonable basis. Failure of the Landlord to deliver notice to the Tenant within such ten (10) Business Day period advising of the Landlord’s objection shall not be deemed to be an acceptance by the Landlord of the Tenant's proposed changes to Schedule “H”. Within 20 days of being requested to do so by the Landlord, the Tenant shall provide the Landlord with a written statement describing:

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(q)	Tenant shall ensure that, at all times during the Term, and any extensions thereof, Landlord is in receipt of a copy of the Tenant’s emergency preparedness plans prepared by the Tenant in connection with the use of the Premises which include references to, or which require the involvement of other tenants in the Building.

6.14A	Tenant’s Responsibility

(a)

The Tenant shall be solely responsible and liable for any clean-up and remediation required by the Landlord or any Authority having jurisdiction of any Contaminants which the Tenant, the Tenant's Parties or any Transferee caused or allowed to be Discharged, released onto or into the air, the Premises, the Building, other lands and/or the groundwater or surface waters under or on the Lands or any other lands. Upon the occurrence of any such Discharge, the Tenant shall immediately give prompt written notice to the Landlord and take all steps necessary to remedy the situation giving rise to such Discharge.

(b)

If any such clean-up or remediation is required in accordance with section 6.14A (a), the Tenant shall, at its sole cost, prepare all necessary studies, plans and proposals and submit them to the Landlord for approval, provide all bonds and other security required by any lawful Authorities and carry out the work required. In carrying out such work, the Tenant shall keep the Landlord fully informed of the progress of the work. The Landlord may, in its sole discretion, elect to carry out all such work, or any part of it, and, if the Landlord does so, the Tenant shall pay for all costs in connection therewith, together with an administrative fee equal to 15% of such costs, within 15 days of written demand being made by the Landlord.

(c)

All Contaminants brought or allowed onto the Premises, Building or Lands during the Term, or any extensions thereof, by the Tenant, the Tenant's Parties or a Transferee shall, despite any other provision of this Lease to the contrary and any expiry, termination or disclaimer of this Lease, be and remain the property and sole responsibility of the Tenant regardless of the degree or manner of affixation of such Contaminants to the Premises. In addition, and at the option of the Landlord, anything contaminated by such Contaminants shall become the property of the Tenant. This affirmation of the Tenant’s interest in the Contaminants or the goods containing the Contaminants shall not, however, prohibit the Landlord from dealing with such material as otherwise provided in this Lease.

(d)

If the Tenant is required by any applicable Environmental Laws to maintain environmental and operating documents and records, including, without limitation, permits and licenses (collectively, "Environmental Records"), the Tenant shall maintain all requisite Environmental Records in accordance with all applicable Environmental Laws. The Landlord may inspect all Environmental Records at any time during Term on forty-eight (48) 24 hours' prior written notice, but no prior notice shall be required in the case of an emergency, real or apprehended.

(i)	any notice or investigation by any Authority alleging non-compliance or a possible violation of or with respect to any Environmental Laws in connection with operations or activities in the Premises;

(ii)	any charges laid by any Authority alleging non-compliance or a violation by the Tenant, the Tenant's Parties or a Transferee of any Environmental Laws;

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(iii)	any orders, made against the Tenant pursuant to any Environmental Laws; and

(a)

The Landlord may, at any time during or after the Term require the Tenant to cause an independent environmental audit of the Premises to be carried out. The scope and breadth of such environmental audit shall be reasonably agreed between the Landlord and the Tenant, however, the Tenant shall, at a minimum conduct a Phase 1 environmental site assessment of the Premises. Tenant shall provide Landlord with an original duplicate copy of any environmental audit report in respect of the Premises, including any notice of compliance delivered by any Authority and or as a result of the environmental audit of the Premises within 10 days of the Tenant receiving same. The Tenant shall be responsible for the cost of any such audit.

(b)	If any audit reveals any breach by the Tenant of the Tenant's obligations and covenants contained in this Lease, the Tenant shall immediately take such steps as are necessary so as to rectify such breach.

(c)	The Landlord may, at any time during or after the Term, make enquiries of a senior officer of the Tenant with respect to Tenant’s compliance with any Environmental Laws and such officer shall reply to such enquiries in a commercially reasonable fashion and with reasonable particularity within a reasonable period of time following receipt of such enquiry.

(a)	the Tenant shall have such entry and access only at such times and upon such terms and conditions as the Landlord may from time to time specify; and/or

(b)

the Landlord may undertake the performance of any necessary work in order to complete such obligations of the Tenant, but having commenced such work, the Landlord shall have no obligation to the Tenant to complete such work and may require the Tenant to do so. All costs incurred by the Landlord in undertaking such work, together with an administrative fee of 15%, shall be paid by the Tenant to the Landlord within 20 days following delivery to the Tenant of an invoice for such work.

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(a)

The Landlord shall provide heat to the Premises and the interior Common Areas (excluding any areas below the main floor and in the penthouse) sufficient to maintain reasonable temperatures during Normal Business Hours. It is understood and accepted by the Tenant that the Landlord may reduce the degree of heating provided after Normal Business Hours in a manner comparable to other comparable office buildings in the City of Markham of a similar age and in a similar location. The Landlord may enter the Premises at any time in order to inspect, control or regulate the operation of any heating, ventilating and air-conditioning facilities and equipment.

(b)	The Landlord shall provide ventilation and air‑conditioning to the Premises and interior Common Areas (excluding any areas below the main floor and in the penthouse) during

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(c)	Should the Landlord fail to provide sufficient heat or air‑conditioning or chilled water at any time it shall not be liable for direct, indirect, or consequential damages, or for personal discomfort or illness.

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(a)

Electrical Power: The Landlord will supply to the Premises sufficient electrical power to operate the standard lighting fixtures supplied by the Landlord plus circuits sufficient to deliver power to the Premises as set out in Schedule "C" of this Lease. If the Tenant requires electrical power at a different voltage or at a greater capacity than the Landlord's system can deliver, then any additional systems required, if available, shall be installed operated and maintained at the Tenant's cost.

(b)	Water and Sewage Connections: The Landlord shall provide to the floor(s) on which the Premises is located water for drinking fountains, hot and cold or tempered water for washroom facilities and the necessary sewer connections. Any connections made to Leasehold Improvements or special facilities by the Tenant shall be made at the Tenant's cost and in accordance with Section 6.7.

(c)	The obligation of the Landlord to furnish Utilities as set out in this Section 7.5 shall be subject to the rules and regulations of the supplier of such utility and/or municipal or other governmental authority regulating the business or providing any of these Utilities.

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(a)

"All Risks" or special form insurance (including flood, earthquake, sewer back-up and collapse) upon property of every description and kind owned by the Tenant, or for which the Tenant is legally liable, or which is installed by or on behalf of the Tenant, within the Premises or on the Lands or Building, including, without limitation, stock in trade, furniture, equipment, partitions, Trade Fixtures and Leasehold Improvements in an amount not less than the full replacement cost thereof from time to time; In the event that there shall be a dispute as

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(b)

General liability and property damage insurance, including personal injury liability, contractual liability, tenants' legal liability, sudden and accidental release of pollutants insurance, hostile fire coverage, non‑owned automobile liability and owners' and contractors' protective insurance coverage with respect to the Premises and the Common Areas, which coverage shall include the business operations conducted by the Tenant and any other person on the Premises. Such policies shall be written on a comprehensive basis with coverage for any one occurrence or claim of not less than Five Million Dollars ($5,000,000.00) which is satisfied through the combination of primary and excess liability limits. or such higher limits as the Landlord or the Mortgagee may require from time to time;

(c)	Business interruption insurance including loss of profits; and

(d)	Any other form of insurance as the Tenant, the Landlord or the Mortgagee may reasonably require from time to time in amounts and for insurance risks against which a prudent tenant would protect itself.

(a)	the standard mortgage clause as required by the Mortgagee;

(b)

a waiver by the insurer of any rights of subrogation or indemnity or any other claim over, to which such insurer might otherwise be entitled against the Landlord, the Manager, the Mortgagee, any owner of the freehold interest to the Building or Lands (if different from the Landlord) and those for whom all and any of them are or is in law responsible, whether or not the damage is caused by their act, omission or negligence;

(c)	an undertaking by the insurer to notify the Landlord and the Mortgagee in writing not less than thirty (30) days prior to any proposed material change, cancellation or other termination thereof;

(d)	a provision that the Tenant's insurance is primary and shall not call into contribution any other insurance available to the Landlord; and

(e)	a severability of interests clause and a cross‑liability clause, where applicable.

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9.10	Extension of Rights and Remedies:

(a)

Subject as hereinafter provided in this Section 10.1, the Landlord shall, to the extent of the insurance proceeds available for reconstruction and actually received by the Landlord from its insurers following an election by the Mortgagee to apply all or any portion of such insurance proceeds against the debt owing to the Mortgagee, expeditiously reconstruct the Premises in accordance with the Landlord's obligations to repair under the provisions of Section 6.4 hereof. Upon substantial completion of the Landlord's work, the Landlord shall notify the Tenant, and the Tenant shall forthwith commence and expeditiously complete reconstruction and repair of the Premises, Leasehold Improvements and Trade Fixtures in accordance with the Tenant's obligations to repair under the provisions of Section 6.2 hereof;

(b)

Rent shall not abate unless the Premises are rendered wholly or partially unfit for occupancy by such occurrence and in such event Rent, as of the date of such occurrence shall abate proportionately as to the portion of the Premises rendered unfit for occupancy, until thirty (30) days following receipt by the Tenant of the Landlord's notice given to the Tenant as provided in Subsection 10.1(a) hereof, at which time Rent shall recommence;

(c)	If, in the opinion of the Architect, such opinion to be given to the Landlord and the Tenant within thirty (30) days of the date of such damage, the Premises cannot be repaired and made fit for occupancy within one hundred and eighty (180) days next following any occurrence, or if either: (i) thirty percent (30%) or more of the Office Premises; or (ii) thirty percent (30%)

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(d)	In no event, including termination of this Lease in accordance with the provisions of Subsection 10.1(c) hereof, shall the Landlord be liable to reimburse the Tenant for damage to, or replacement or repair of any Leasehold Improvements, Trade Fixtures or any of the Tenant's property.

(e)	Provided the damage and destruction to the Office Premises or the Warehouse Premises is not due to the Tenant’s negligence or the Tenant’s Parties negligence, and the Tenant is Fluidigm Canada Inc., then:

(a)

Subject as hereinafter provided in this Section 10.2, the Landlord shall, to the extent of the insurance proceeds available for reconstruction and actually received by the Landlord from its insurers following any election by the Mortgagee to apply all or any portion of such insurance proceeds against the debt owing to the Mortgagee as the case may be, expeditiously reconstruct and repair the Building, and to the extent necessary, the Premises, in accordance

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(b)

Rent shall not abate unless the Premises are rendered wholly or partially unfit for occupancy by such occurrence, and in such event, Rent, as of the date of such occurrence shall abate proportionately as to the portion of the Premises rendered unfit for occupancy until thirty (30) days following receipt by the Tenant of the Landlord's notice given to the Tenant as provided in Subsection 10.2(a) hereof, at which time Rent shall recommence;

(c)

If in the opinion of the Architect, such opinion to be given to the Landlord and the Tenant within thirty (30) days of the date of such damage either: (i) thirty percent (30%) or more of the Total Rentable Area of the Office Component; or (ii) thirty percent (30%) or more of the Total Rentable Area of the Warehouse Component, is at any time destroyed or damaged in whole or in part by any cause whatsoever, or by demolition caused or necessitated thereby, notwithstanding that the Premises may be unaffected by such occurrence, the Landlord may, at its option, by written notice to the Tenant, within thirty (30) days of receipt of such opinion of the Architect, elect to terminate this Lease and the Tenant shall within thirty (30) days vacate the Premises and Rent will abate as of the thirtieth (30th) day after the Landlord's notice so long as Tenant has vacated the Premises;

(d)

In repairing, reconstructing or rebuilding the Building or any part thereof, the Landlord may use designs, plans and specifications, other than those used in the original construction of the Building, and the Landlord may alter or relocate, or both, any or all buildings, facilities and improvements, including the Premises, provided that the Premises as altered or relocated shall be substantially the same size and shall be in all material respects reasonably comparable to the Premises; and

(e)	In no event, including termination of this Lease in accordance with the provisions of Subsection 10.2(c) hereof, shall the Landlord be liable to reimburse the Tenant for damage to, or replacement or repair of any Leasehold Improvements, Trade Fixtures or of any of the Tenant's property.

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(a)	the Tenant fails to pay when due any Rent, and fails to correct such non-payment within five (5) days after receipt of the Landlord’s written notice; whether lawfully demanded or not;

(b)	the Tenant is in default of any of its covenants, obligations or agreements under this Lease (other than its covenant to pay Rent) and such default has continued for a period of ten (10) consecutive days (or such shorter period set out in the Landlord's notice as may be reasonable in the circumstances) after written notice by the Landlord to the Tenant specifying with

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(c)

an execution issues against any property of the Tenant or any guarantor or indemnifier of this Lease and remains outstanding for more than ten (10) days, or any receiver of any property of the Tenant or any guarantor or indemnifier of this Lease is appointed, or the Tenant or any guarantor or indemnifier of this Lease becomes insolvent or makes application for relief from creditors under the provisions of any statute now or hereafter in force or, under the Bankruptcy and Insolvency Act, files a notice of intention or a proposal, makes an assignment in bankruptcy, has a receiving order made against it or otherwise becomes bankrupt, or any action, steps or proceedings whatever, are taken with a view to the winding up, dissolution or liquidation of the Tenant or any guarantor or indemnifier of this Lease, or with a view to the restructuring or compromise of any debt or other obligation of the Tenant or any guarantor or indemnifier of this Lease;

(d)	any insurance policy is cancelled or not renewed by any insurer by reason of any particular use or occupation of the Premises;

(e)	the Premises have been abandoned, or have become vacant or have remained unoccupied for a period of five (5) consecutive days without the consent of the Landlord (which consent shall not be unreasonably withheld), or the Premises have been used by any other person or persons other than the Tenant or any person permitted by Article VIII hereof; or

(f)

the Tenant or any company with which the Tenant is affiliated or associated (as those terms are defined in the Business Corporations Act, 1990 of Ontario, or any successor legislation thereto) is in default of any of its covenants, obligations or agreements under any lease or other written agreement between it and the Landlord (as owner or as manager) or any company with which the Landlord is affiliated or associated (as those terms are defined in the Business Corporations Act, 1990 of Ontario, or any successor legislation thereto), and such default shall have continued for such period of time that the Landlord's (or such affiliated or associated company's) remedies have become exercisable thereunder;

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(i)

all common areas and facilities within the Building from time to time furnished or designated (and which may be changed) by the Landlord for the use in common, in such manner as the Landlord may permit, by tenants of premises in the Building and all others entitled thereto including, without restricting the generality of the foregoing, lobbies, corridors, together with washrooms, fan rooms, janitors' closets, electrical closets and other closets not situate within the demising line of any premises in the Building, and excluding parking spaces, pipes, wires, ducts, conduits and other elements of Building Systems; and

(ii)	all of the Lands described in Schedule "A" hereto, not for the time being demised by the Landlord and not covered by any building (other than service buildings) available for the general benefit of all tenants of the Building and including without restricting the generality of the foregoing, parking areas, access roads, driveways, sidewalks and landscaped areas.

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(i)

insurance maintained by the Landlord with respect to the ownership and operation of the Lands and the Building including without limitation the cost of insuring the Building and the Lands with such forms of coverage and in such amounts as the Landlord, or its Mortgagees may, from time to time determine, including, without limitation, costs and premiums paid for insurance against any risks of physical loss or damage to property of the Landlord on a replacement cost basis, boiler, pressure vessels, air‑conditioning equipment and miscellaneous electrical apparatus insurance on a broad form blanket coverage repair and replacement basis, loss of insurable gross profits and loss of rental income attributable to all perils reasonably insured against by the Landlord or commonly insured against by prudent landlords, third party liability hazards including exposure to personal injury, bodily injury and property damage on an occurrence basis including insurance for all contractual obligations and covering also actions of all authorized employees, subcontractors and agents while working on behalf of the Landlord, and any other forms of insurance as the Landlord or its Mortgagees may reasonably require from time to time for insurable risks and in amounts against which a prudent owner of a first‑class office building in the City of Markham would protect himself;

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(ii)	warranties and guarantees;

(iii)	complete maintenance and janitorial service for the Building and Lands (excluding janitorial services for the interior of the Warehouse Premises), including snow removal, window cleaning, garbage and waste collection and disposal, the cost of operating and maintaining any merchandise holding and receiving areas and truck docks, and the cost of interior and exterior landscaping;

(iv)	elevator maintenance, lighting, public and private Utilities (net of the amounts chargeable under Section 4.5 hereof), together with the cost of energy management programmes and the cost of maintaining any signs considered by the Landlord to be part of the Common Areas;

(v)	policing and supervision;

(vi)

salaries, termination and severance costs of all personnel employed to carry out supervision, maintenance and service operations, (including contributions towards usual fringe benefits, unemployment insurance, pension plan contributions and similar contributions), and to the extent such personnel are not engaged full time to perform such supervision, maintenance and service operations, then only such portion of their salaries as is attributable to such on‑site performance;

(vii)	the rental of any equipment and signs, and the cost of building supplies, used by the Landlord in the maintenance and operation of the Lands and the Building;

(viii)	heating, air‑conditioning and ventilation of the Building;

(ix)	repair, maintenance and operation of the Lands and the Building and the repair, replacement, maintenance and operation of the mechanical, electrical, plumbing, heating, air‑conditioning and any communications equipment appurtenant thereto;

(x)	operation of parking garages;

(xi)	all business taxes, if any, from time to time payable by the Landlord, on account of its ownership or operation of the Lands and Building but excluding income tax of the Landlord;

(xii)	legal fees as reasonably attributable to the daily operation of the Lands and Building but excluding legal fees for lease enforcement and leasing of the Lands and Building;

(xiii)	all fees and expenses incurred by the Landlord in connection with actions taken by the Landlord to appeal property assessments for the Lands and Building;

(xiv)	accounting and computing services and audit fees in connection with the calculations and tabulations of amounts referred to in this Lease;

(xv)	security services, if any, undertaken by or on behalf of the Landlord;

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(xvi)	depreciation and amortization of capital costs as determined in accordance with generally accepted accounting principles for:

A.	the costs of all maintenance and cleaning equipment and Landlord's utility meters;

B.	the costs incurred for all other fixtures, furniture, replacement of finishes in the Common Areas, equipment, and facilities serving the Building;

C.	the costs, together with Interest, of equipment modification or improvements of the Building, amortized over their useful life, as determined by the Landlord; and

D.	the costs incurred by the Landlord in complying with any laws including Environmental Laws pertaining to the operation of the Lands and Building, and all costs incurred pursuant to Section 6.4(b) to (e) inclusive hereof together with Interest;

(xvii)	Capital Tax including Capital Tax for the Building;

(xviii)	a management fee which shall be an amount equal to fifteen percent (15%) of the aggregate of all Operating Costs other than this management fee; and

(xix)

actual costs related to the staffing and operation of a regional or on‑site administrative office serving the Building, including the fair rental value (having regard to rentals prevailing from time to time for similar space) of space occupied by the Landlord's employees for day to day administrative and supervisory purposes relating to the Building. In the case of a regional office, the costs will be apportioned among the buildings served by it on a pro rata basis.

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(1)	commissions, advertising costs, or legal expenses, in connection with leasing the Lands and Building or any part thereof;

(2)	the cost of painting, repainting, decorating, or redecorating, or of providing special cleaning services for any occupant of any space in the Building, other than the Premises;

(3)	the cost of any insurance premiums for plate glass insurance;

(4)

the cost of any insurance premiums to the extent that the Tenant is obliged to reimburse the Landlord for the cost of such premiums pursuant to any provision of this Lease and/or to the extent that any other tenant of the Building would be obligated to reimburse the Landlord for the cost of such premiums pursuant to any provision of such tenant's lease other than, in each case, pursuant to provisions similar to Section 4.4 of this Lease;

(5)

expenses incurred by the Landlord in respect of charges directly chargeable to other tenants of the Building including for electricity used by other tenants of the Building for lighting or for the operation of business equipment and machinery within such tenants' premises, or expenses incurred with respect to the repair of damage to the Building and Lands, all to the extent that the Landlord received direct and specific reimbursement therefor by other tenants of the Building or from the proceeds of insurance;

(6)	the expenses incurred by the Landlord in respect of installation of other tenants' improvements;

(7)	interest and principal on mortgages and capital cost allowance on the Building;

(8)	any costs relating to aerials, antennae, cables, machinery, equipment, installations, or other forms of communications equipment not part of the operation of the Building as a first‑class office building, or installed at the request of and for the limited or specific use of any person whether occupying space in the Building or not;

(9)	any amounts directly and specifically chargeable to other tenants for services, costs and expenses solely attributable to the accounts of such tenants; and

(10)

the cost to remove, remediate or contain any Contaminants in the Building or Lands that exist prior to the date that the Premises were turned over to the Tenant for it to commence its fixturing that the Landlord is required at law to remove, remediate or contain but this shall not preclude the Landlord from including “Acceptable Remediation Costs” in Operating Costs The term “Acceptable Remediation Costs” means those costs incurred in connection with the removal, remediation or containment of any substance or material that was not, at the time of its introduction or incorporation into the Building or Lands, regulated under any Environmental Laws but which

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Schedule B -	Floor Plan showing Office Premises

Schedule B-1 -	Floor Plan showing Warehouse Premises

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(a)	In this Lease "herein", "hereof", "hereunder", "hereinafter" and similar expressions refer to this Lease and not to any particular paragraph, section or other portion thereof, unless there is something in the subject matter or context inconsistent therewith;

(b)	All of the provisions of this Lease are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate paragraph hereof;

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(c)	Should any provision of this Lease be illegal or unenforceable, it shall be considered separate and severable from this Lease, and the remaining provisions shall remain in force and be binding upon the parties hereto as though the said provision had never been included;

(d)	The captions appearing in this Lease have been inserted for convenience and reference only and in no way define, limit or enlarge the scope or meaning of this Lease or of any provision hereof.

(e)	The Schedules are an integral part of this Lease.

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(a)	Install a 2000 litre liquid Argon tank (the “Tank”) to be mounted on an twelve (12) feet by thirteen (13) feet ground level concrete pad complete with secure fencing and concrete bollards. The exact location of the Tank installation shall be determined by the Landlord at it sole discretion;

(b)	Install 1” wide copper piping from the external Argon Tank into the Warehouse Premises and up to the Office Premises;

(c)	Install rooftop ventilation equipment for the laboratory fume hoods and Tenant equipment to be located in the Warehouse Premises and the Office Premises. The exact location and size will be determine by the Landlord’s structural and mechanical engineers and subject to the Landlord’s approval;

(d)	Install one (1) rooftop recirculation chiller for laboratory equipment in a location and size will be determine by the Landlord’s structural and mechanical engineers and subject to the Landlord’s approval;

(e)	Install drain and water lines from the existing DWV stack and water supplies to new laboratories location in the Office Premises. Tenant may be required to access the third floor ceiling plenum to complete its installation;

(f)	Install network cabling from the fourth floor telco room to the ground floor Warehouse Premises, and

(g)	Install new six feet by seven feet (6’ x 7’) double doors from the warehouse office space to the Warehouse Premises as shown on Schedule “C-1”.

1.	Flooring Finish:

2.	Ceiling Tiles:

3.	Interior Partitions:

4.	Elevator Lobbies:

5.	Signs:

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6.	HVAC & Plumbing:

7.	Sprinklers &Fire Hose Cabinets:

8.	Power:

9.	Light Fixtures:

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•	The Landlord has approved the Tenant’s Plans and Specifications;

•	The Tenant has submitted a construction schedule to the Landlord outlining key dates for the design, construction and move-in activities;

•	All necessary approvals and permits of municipal and other governmental authorities having jurisdiction over Tenant's Work (or any other person whose approval is required) have been obtained, including without limitation The Ministry of the Environment and Climate Change (Ontario);

•	The Tenant has provided the Landlord with proof of its placement of fire, liability, and other insurance with insurers, to limits and on terms as the Landlord reasonably requires;

•	The Landlord has approved the Tenant's contractors and subcontractors;

•	The Landlord has notified the Tenant in writing of the date the Premises are ready for commencement of Tenant's Work and upon which the Tenant is to take possession; and

•	The Lease and Indemnity Agreement has been fully executed.

1.	Floor Plan(s) - showing location and construction of all partitions and fixed elements relative to demising partitions, including floor finishes.

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2.	Reflected Ceiling Plan - indicating any modification or relocation to Landlord's base building's equipment and fixtures as well as installation of new lights, sprinkler heads, HVAC diffusers, ceiling finishes, exit and emergency lights and access panels as required.

3.	Interior Elevations and Details - including interior finish schedule, wall assemblies, floor finishes, millwork and fixtures.

4.	Electrical and Telephone Plan - including specifications and performance characteristics of all fixtures, HVAC wiring and controls and/or any modification and additions to Landlord's base building equipment and fixtures. They should also indicate total connected electrical loads schematic of services and panels.

5.

Plumbing and Mechanical Plan - including specification and performance characteristics of all equipment and connections to the base building services, duct and diffuser layout and/or any modifications or additions to Landlord's base building equipment and services. They should also indicate existing, relocated and new sprinkler head locations, plumbing layouts, ventilation and air conditioning requirements and heat gain/loss calculations.

6.	Sample Board of Finishes - indicating material and colour sample for finishes for walls, floors, ceilings and millwork etc. Sample board size to be 8-1/2" x 14" maximum.

7.	Specifications and Details - as required if not included on the appropriate drawings.

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Security:	Security of the Premises during construction and the fixturing period is the sole responsibility of the Tenant. The Landlord assumes no liability for any loss or damage including the theft of building materials, equipment or supplies.

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(a)	maintain its rights to enforce the warranties, guarantees and similar covenants given to it by parties constructing the Building or installing items therein; or

(b)	ensure that such work is compatible with existing systems, structures or work.

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1.

The Tenant shall not permit in the Premises any cooking or the use of any apparatus for the preparation of food or beverages (except for the use of coffee makers, kettles, microwave ovens or refrigerators or where the Landlord has approved of the installation of cooking facilities as part of the Tenant's Leasehold Improvements) nor the use of any electrical apparatus likely to cause an overloading of electrical circuits.

2.	The sidewalks, entries, passages, corridors, lobbies, elevators and staircase shall not be obstructed or used by the Tenant, his agents, servants, contractors, invitees or employees for any purpose other than ingress to and egress from the offices. The Landlord reserves entire control of the Common Areas and all parts of the Building and the Land employed for the common benefit of the tenants.

3.

The Tenant, his agents, servants, contractors, invitees or employees, shall not bring in or take out, position, construct, install or move any safe, business machine or other heavy office equipment without first obtaining the consent in writing of the Landlord. In giving such consent, the Landlord shall have the right in its sole discretion, to prescribe the weight permitted and the position thereof, and the use and design of planks, skids or platforms to distribute the weight thereof. All damage done to the Building by moving or using any such heavy equipment or other office equipment or furniture shall be repaid at the expense of the Tenant. The moving of all heavy equipment or other office equipment or furniture shall occur between 6:00 p.m. and 8:00 a.m. or any other time consented to by the Landlord and the persons employed to move the same in and out of the Building must be acceptable to the Landlord. Safes and other heavy office equipment will be moved through the halls and corridors only upon steel bearing plates. No deliveries requiring the use of an elevator for freight purposes will be received into the Building or carried in the elevators, except during hours approved by and scheduled through the Landlord. Only elevators so designated by the Landlord shall be used for deliveries of workmen and materials, furniture and other freight. The Tenant shall pay, as Additional Rent, any costs incurred by the Landlord in connection with the moving of the Tenant's equipment, furniture, etc.

4.

All persons entering and leaving the Building at any time other than during Normal Business Hours shall register in the books kept by the Landlord at or near the entrance or entrances and the Landlord will have the right to prevent any person from entering or leaving the Building unless provided with a key to the premises to which such person seeks entrance and a pass in a form to be approved by the Landlord and provided at the Tenant's expense. Any persons found in the Building at such times without such keys or passes will be subject to the surveillance of the

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5.	Any persons requiring access to telephone rooms or closets may be required to show proof that they have authority to access such space.

6.	The Tenant shall not place or cause to be placed any additional locks upon any doors of the Premises without the approval of the Landlord, which approval shall not be unreasonably withheld, and subject to any conditions imposed by the Landlord. Additional keys may be obtained from the Landlord at the cost of the Tenant.

7.

The water closets and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, ashes or other substances shall be thrown therein. Any damage resulting from misuse shall be repaired at the cost of the Tenant by whom or by whose agents, servants or employees the same is caused. Tenants shall not let the water run unless it is in actual use, and shall not deface or mark any part of the Building, or drive nails, spikes, hooks or screws into the walls or woodwork of the Building.

8.	No one shall use the Premises for sleeping apartments or residential purposes, or for any illegal purpose, or for the storage of personal effects or articles other than those required for business purposes.

9.	Canvassing, soliciting and peddling in the Building or Common Areas are prohibited.

10.	Any hand trucks, carry‑alls, or similar appliances used in the Building shall be equipped with rubber tires, side guards and such other safeguards as the Landlord shall require.

11.	No animals or birds shall be brought into the Building.

12.

The Tenant shall not install or permit the installation or use of any machine dispensing goods for sale in the Premises or the Building or permit the delivery of any food or beverages to the Premises without the approval of the Landlord or in contravention of any regulations made by the Landlord. Only persons authorized by the Landlord shall be permitted to deliver or to use the elevators in the Building for the purpose of delivering food or beverages to the Premises. The Landlord acknowledges that the Tenant, acting reasonably, will be permitted to have small quantities of food and beverages delivered to the Premises provided such delivery does not interfere with traffic flow to the Building and with Building operations.

13.	The Tenant shall not perform any acts or carry on any practice which may damage the Building or the Common Areas or be a nuisance to any tenant in the Building.

14.	The Tenant shall keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Premises.

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15.	The Tenant shall not use or permit the use of any objectionable advertising medium such as without limitation, loud speakers, stereos, public address systems, sound amplifiers, radio broadcast or television apparatus within the Building which is in any manner audible or visible outside of the Premises.

16.	The Tenant shall not mark, drill into, bore or cut or in any way damage or deface the walls, ceilings, or floors of the Premises. No wires, pipes, conduits, telephonic, telegraphic, electronic wire service or other connections shall be installed in the Premises without the prior written approval of the Landlord.

17.

The Tenant shall not, except with the prior written consent of the Landlord, install any blinds, drapes, curtains or other window coverings in the Building and shall not remove, add to or change the blinds, curtains, drapes or other window coverings installed by the Landlord from time to time. So that the Building may have a uniform appearance from the outside, the Tenant shall co‑operate with the Landlord in keeping window coverings open or closed at various times as the Landlord may reasonably, from time to time, direct.

18.	The Tenant shall not use any janitor, telephone or electrical closets for anything other than their originally intended purposes nor shall it install any of its equipment in such spaces.

19.	The Tenant shall abide and be bound by the Security Services in force in the Building from time to time. For the purpose of this clause, the term "Security Services" shall mean all aspects of security for the Building and the Lands, including equipment, procedures, rules and regulations pertaining to such security.

20.	No public or private auction or other similar type of sale of any goods, wares or merchandise shall be conducted in or from the Premises.

21.	Nothing shall be placed on the outside of window sills or projections of the Premises, nor shall the Tenant place any air‑conditioning unit or any other equipment or projection so that it will project out from the Premises. The Tenant may not install air‑conditioning equipment of any kind in any part of the Premises without the prior written consent of the Landlord.

22.	All glass and trimmings in, upon or about the doors and windows of the Premises shall be kept whole, and whenever any part thereof shall become broken, the same shall be immediately replaced or repaired under the direction and to the satisfaction of the Landlord and shall be paid for by the Tenant as Additional Rent.

23.	No bicycles or other vehicles shall be brought within the Building except as specifically designated by the Landlord.

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24.	No inflammable oils or other inflammable, dangerous or explosive materials shall be brought into the Building or kept or permitted to be kept in the Premises.

25.	In the event the Premises are used for restaurant or food handling purposes, the Tenant shall, at its expense:

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A.	ALLOWANCE

i.	execution of this Lease;

ii.	the Term Commencement Date; and

iii.	receipt by the Landlord from the Tenant of construction, permit, design and project management invoices for the Tenant’s Leasehold Improvements, along with a statutory declaration indicating that all invoices have been paid in full and that there are no outstanding liens.

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C.	OPTION TO EXTEND

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1.(a)

The Indemnifier hereby agrees with the Landlord that at all times during the Term of the Lease and any extensions or renewals thereof or overholding by the Tenant under the Lease, it will (i) make the due and punctual payment of all Rent, monies, charges and other amounts of any kind whatsoever payable under the Lease by the Tenant whether to the Landlord or otherwise; (ii) effect prompt and complete performance and observance of all and singular the terms, covenants and conditions contained in the Lease on the part of the Tenant to be kept, observed and performed; and (iii) indemnify and save harmless the Landlord from any loss, costs or damages arising out of any failure by the Tenant and the Indemnifier to pay the aforesaid Rent, monies, charges and other amounts of any kind whatsoever payable under the Lease or resulting from any failure by the Tenant and the Indemnifier to observe or perform any of the terms, covenants and conditions contained in the Lease.

(b)

The Indemnifier's covenants and obligations set out in paragraph (a) above will not be affected by any disaffirmance, disclaimer, repudiation, rejection, termination or unenforceability of the Lease or by any other event or occurrence which would have the effect at law of terminating any obligations of the Tenant prior to the termination of the Lease whether pursuant to court proceedings or otherwise and no surrender of the Lease to which the Landlord has not provided its written consent (all of which are referred to collectively and individually in this Agreement as an "Unexpected Termination"), and the occurrence of any such Unexpected Termination shall not reduce the period of time in which the Indemnifier's covenants and obligations hereunder apply, which period of time includes, for greater

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2.

This Indemnity is absolute and unconditional and the obligations of the Indemnifier and the rights of the Landlord under this Indemnity shall not be prejudiced, waived, released, discharged, mitigated, impaired or affected by (a) any extension of time, indulgences or modifications which the Landlord extends to or makes with the Tenant in respect of the performance of any of the obligations of the Tenant (or any other obligated Person) under the Lease; (b) any waiver by or failure of the Landlord to enforce any of the terms, covenants and conditions contained in the Lease; (c) any Transfer of the Lease (as that term is defined in Articles VIII and XIV of the Lease) by the Tenant or by any trustee, receiver, liquidator or any other Person; (d) any consent which the Landlord gives to any such Transfer; (e) any amendment to the Lease or any waiver by the Tenant of any of its rights under the Lease; (f) the expiration of the Term or (g) any Unexpected Termination (as that term is defined in Section 1(b) above). The obligations of the Indemnifier are as primary obligor and not as a guarantor of the Tenant's obligations.

3.

The Landlord shall provide concurrently to the Indemnifier a copy of every notice, Indemnifier hereby expressly waives notice of the acceptance of this Indemnity Agreement and all in accordance with the terms and conditions set out in Section 14.6 of the Lease, of non-performance, non-payment or non-observance on the part of the Tenant of the terms, covenants and conditions in the Lease. Notwithstanding the foregoing but without prejudicing the foregoing, any notice which the Landlord desires to give to the Indemnifier shall be sufficiently given if delivered to the Indemnifier, or, if mailed, by prepaid registered mail addressed to the Indemnifier at 7000 Shoreline Court, Suite 100, South San Francisco, CA 94080, USA. .the Premises, or, at the Landlord's option, at and every such notice is deemed to have been given upon the day it was delivered, or if mailed, the fifth (5th) business day after the day of such mailing unless regular mail service is interrupted by strikes or other irregularities. seventy-two (72) hours after the date it was mailed . Despite what is stated above, the Indemnifier acknowledges that if its address is stipulated as a post office box or rural route number, then notice will be considered to have been sufficiently given to the Indemnifier if delivered or sent by registered mail to the Premises or, where notice cannot be given in person upon the Premises, by posting the notice upon the Premises. The Indemnifier may designate by notice in writing a substitute address for that set forth above and thereafter notice shall be directed to such substitute address. If two or more Persons are named as Indemnifier, such notice given hereunder or under the Lease shall be deemed sufficiently given to all such Persons if delivered or mailed in the foregoing manner to any one of such Persons.

4.

If an event of default has occurred under the Lease or a default under this Indemnity, the Indemnifier waives any right to require the Landlord to (a) proceed against the Tenant or pursue any rights or remedies against the Tenant with respect to the Lease; (b) proceed against or exhaust any security of the Tenant held by the Landlord; or (c) pursue any other remedy whatsoever in the Landlord's power. The Landlord has the right to enforce this Indemnity regardless of the acceptance of additional security from the Tenant and regardless of any release or discharge of the Tenant by the Landlord or by others or by operation of any law.

5.

Without limiting the generality of the foregoing, the liability of the Indemnifier under this Indemnity is not and is not deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Tenant in any receivership, bankruptcy, winding-up or other creditors' proceedings or any Unexpected Termination (as that term is defined in Section 1(b) above) and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Term as if an Unexpected Termination or any receivership, bankruptcy, wind-up or other creditors' proceedings had not occurred, and in furtherance hereof, the Indemnifier agrees, upon any such Unexpected Termination or any receivership, bankruptcy, wind-up or other creditors' proceedings, that the Indemnifier shall, at the option of the Landlord, exercisable at any time after such Unexpected Termination or any receivership, bankruptcy, wind-up or other creditors' proceedings, become the Tenant of the Landlord upon the same terms and conditions as are contained in the Lease, applied mutatis mutandis. The liability of the Indemnifier shall not be affected by any failure of the Landlord to exercise this option, nor by any repossession

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6.	No action or proceedings brought or instituted under this Indemnity and no recovery in pursuance thereof shall be a bar or defence to any further action or proceeding which may be brought under this Indemnity by reason of any further default or default hereunder or in the performance and observance of the terms, covenants and conditions contained in the Lease.

7.	No modification of this Indemnity shall be effective unless it is in writing and is executed by both the Indemnifier and the Landlord.

8.	The Indemnifier shall, without limiting the generality of the foregoing, be bound by this Indemnity in the same manner as though the Indemnifier were the Tenant named in the Lease.

9.	All of the terms, covenants and conditions of this Indemnity extend to and are binding upon the Indemnifier, its administrators, successors and assigns, as the case may be, and enure to the benefit of and may be enforced by the Landlord, the owners and any Mortgagee.

10.	The expressions "Landlord", "Tenant", "Rent", "Term", and "Premises" and other terms or expressions where used in this Indemnity, respectively, have the same meaning as in the Lease.

11.	The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits.

12.	The undersigned, as Indemnifier, hereby represents and warrants to and covenants and agrees with the Landlord that:

(a)	notwithstanding the foregoing or any performance in whole or in part by the Indemnifier of the covenants of this Indemnity, the Indemnifier shall not, except at the option of the Landlord, have any entitlement to occupy the Premises or otherwise enjoy the benefits of the Tenant under this Lease;

(b)	the Indemnifier has full power and authority to enter into this Agreement and to perform the Indemnifier's obligations contained herein; and

(c)	this Agreement is valid and binding upon the Indemnifier and enforceable against the Indemnifier in accordance with its terms.

13.	If a part of this Agreement or the application of it to any Person hereunder or circumstance is to any extent held or rendered invalid, unenforceable or illegal, that part:

(a)	is independent of the remainder of this Agreement and is severable from it, and its invalidity, unenforceability or illegality does not affect, impair or invalidate the remainder of this Agreement; and

(b)	continues to be applicable to and enforceable to the fullest extent permitted by law against any Person hereunder and circumstance, except those as to which it has been held or rendered invalid, unenforceable or illegal.

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14.	The Indemnifier agrees to execute such further assurances in connection with this Agreement as the Landlord may reasonably require.

15.	This Agreement shall be construed in accordance with the laws of the Province in which the Building is located.

16.	This Agreement is the sole agreement between the Landlord and the Indemnifier relating to the indemnity and there are no other written or verbal agreements or representations relating thereto. This Agreement may not be amended except in writing and signed by the Indemnifier and the Landlord.

17.	Wherever in this Indemnity reference is made to either the Landlord or the Tenant, the reference is deemed to apply also to the successors and assigns of the Landlord and the permitted successors, and permitted assigns of the Tenant. Any assignment by the Landlord of any of its interests in the Lease operates automatically as an assignment to such assignee of the benefit of this Indemnity.

Per:	/s/ Gajus V. Worthington

1.	I have reviewed this quarterly report on Form 10-Q of Fluidigm Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of Fluidigm Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.