UNDERWRITING AGREEMENT between GREAT BASIN SCIENTIFIC, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several UnderwritersUnderwriting Agreement • September 23rd, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Great Basin Scientific, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SERIES J COMMON STOCK PURCHASE WARRANT GREAT BASIN SCIENTIFIC, INC.Warrant Agreement • June 20th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
THIS SERIES J COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June_____, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the sixtieth (60th) day following the Initial Exercise Date, provided that if such date occurs on a date that is not a Trading Day, then such date shall be the next succeeding Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Great Basin Scientific, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Subscription Agreement (as
UNDERWRITING AGREEMENT between GREAT BASIN SCIENTIFIC, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several UnderwritersUnderwriting Agreement • February 24th, 2015 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
great basin scientific, inc. FORM OF SERIES I Warrant To Purchase Common StockWarrant Agreement • January 10th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
Great Basin Scientific, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to such number of fully paid and nonassessable shares of common stock of the Company (“Common Stock”) equal to ___, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meani
GREAT BASIN SCIENTIFIC, INC. ________ Units, Each Unit Consisting of One Share of Series G Mandatorily Convertible Preferred Stock and One Series I Warrant to Purchase ________ Shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 10th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • September 23rd, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 28th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
PLEDGE AND SECURITY AGREEMENT, dated as of September 27, 2017 (this "Agreement"), made by Great Basin Scientific, Inc., a Delaware corporation (the "Company") and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company, each a "Grantor" and, collectively, the "Grantors"), in favor of Hudson Bay Master Fund Ltd., in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Holders (as defined below) of Notes (as defined below) issued pursuant to each of the Securities Purchase Agreements, dated on or about September 27, 2017 (as amended, restated or otherwise modified from time to time, each a "Securities Purchase Agreements", and collectively, the "Securities Purchase Agreements").
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the _____ day of _____________, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation (the “Corporation”), and ________________ (“Indemnitee”), a director and/or officer of the Corporation.
GREAT BASIN SCIENTIFIC, INC. 2,575,000 Class A Units, Each Class A Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two and One-Half Shares of Common Stock and 6,366,666 Class B Units, Each Class B Unit Consisting of...Placement Agent Agreement • June 20th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
GREAT BASIN SCIENTIFIC, INC. ______ Class A Units, Each Class A Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two Shares of Common Stock and ______ Class B Units, Each Class B Unit Consisting of one Series K...Placement Agent Agreement • June 8th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
ONSET FINANCIAL, INC. 10813 River Front Parkway, Suite 450 South Jordan, Utah 84095 MASTER LEASE AGREEMENT NO. OFI0545174Master Lease Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS MASTER LEASE AGREEMENT is made on October 16, 2013 between ONSET FINANCIAL, INC., with its principal office located at 10813 S. River Front Parkway, Suite 450, South Jordan, UT 84095 (the “Lessor”) and GREAT BASIN SCIENTIFIC, INC., a corporation organized in the state of Delaware with its principal office located at 2441 S. 3850 W., Salt Lake City, UT 84120 (the “Lessee”).
WAIVERWaiver • December 2nd, 2016 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
This Waiver (this “Waiver”) is entered into as of December 2, 2016, by and between Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) which is one of the investors listed on the Schedule of Buyers (“Schedule of Buyers”) attached to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated June 29, 2016 (the “SPA”) with reference to the following facts:
Great Basin Scientific, Inc. Salt Lake City, Utah 84120 Gentlemen:Subscription Agreement • May 26th, 2016 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned (the “Investor”) hereby confirms its agreement with Great Basin Scientific, Inc., a Delaware corporation (the “Company”) as follows:
LETTERHEAD OF OTHER INVESTOR]Forbearance Agreement • September 28th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
Reference is made to that certain (i) New 2017 Senior Secured Note, dated September 27, 2017, in the original principal amount of $[●], issued by Great Basin Scientific, Inc. (the "Company") to [●] (the "Holder") secured by the Security Documents (as defined in the 2017 SPA, as that term is defined below) (the "New Note") and (ii) 2017 Series A Senior Secured Convertible Note, dated April 17, 2017, in the original principal amount of $[●], issued by the Company to the Holder secured by the Security Documents (as defined in the 2016 SPA, as that term is defined below) (as the same has been amended, supplemented, amended and restated, or otherwise modified from time to time, the "2017 Note" and together with the New Note, each a "Note," and collectively, the "Notes") pursuant to that certain Exchange Agreement, dated as of April 17, 2017, by and between the Company and the Holder (the "Exchange Agreement"). Any and all capitalized terms used in this letter agreement (this "Forbearance Ag
Great Basin Scientific, Inc. 420 E. South Temple, Suite 520 Salt Lake City, Utah 84111 Gentlemen:Subscription Agreement • June 20th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned (the “Investor”) hereby confirms its agreement with Great Basin Scientific, Inc., a Delaware corporation (the “Company”), as follows:
NOTE REDEMPTION AGREEMENTNote Redemption Agreement • March 3rd, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus
This Note Redemption Agreement (the "Agreement") dated as of March 3, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder" and collectively with the Company, the "Parties" and each a "Party"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2015 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2015, by and among Great Basin Scientific, Inc., a Delaware corporation, with headquarters located at 2441 South 3850 West, Salt Lake City, UT 84120 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
This Employment Agreement (this “Agreement”), effective upon the successful completion by Great Basin Scientific, Inc., a Delaware corporation (the “Company,” or the “Employer”) of an initial public offering as described in the Company’s Registration Statement (No. 333-197954) (“Effective Date”), is made between the Company and Ryan Ashton (the “Employee” or “you”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of the 21st day of March 2014, by and between Great Basin Scientific, Inc., a Delaware corporation (“Great Basin”), and Utah Autism Foundation, a Utah non-profit corporation (the “Foundation”). Great Basin and the Foundation (collectively, the “Parties”) are entering into this Agreement for purposes of setting forth the mutual understanding and agreement of the Parties with respect to the Letter of Credit (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 27, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation, with headquarters located at 420 E. South Temple, Suite 520, Salt Lake City, UT 84111 (the "Company"), and the investor listed on Schedule I attached hereto (the "Investor").
LEASE AGREEMENTLease Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT (“Lease”) made and entered into this 26th day of April, 2010, by and between JTM, Inc., a Utah corporation, hereinafter referred to as the “Landlord”, and Great Basin Scientific, Inc. a Delaware corporation, hereinafter referred to as the “Tenant”:
PURCHASE-MONEY SECURITY AGREEMENTPurchase-Money Security Agreement • May 10th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS PURCHASE-MONEY SECURITY AGREEMENT (the “Agreement”) dated as of April 13, 2017 by and between GREAT BASIN SCIENTIFIC, INC., a Delaware corporation (the “Grantor”), in favor of UTAH AUTISM FOUNDATION, a Utah non-profit corporation (the “Lender”).
FINANCIAL ADVISORY AGENCY AGREEMENTFinancial Advisory Agency Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Colorado
This Financial Advisory Agency Agreement (herein referred to as “Agreement”) is made and entered into as of 4/15/2014 (the “Effective Date”), by and between Great Basin Corporation Inc., a Delaware corporation, and its affiliates (herein referred to as “Company” or “Great Basin”) located at 2441 S 3850 W, West Valley City, UT 84120, and Rona Capital, LLC, a Colorado limited liability company (herein referred to as “Rona”) located at 8338 Pawnee Lane, Niwot, CO (each herein referred to as “Party” and collectively as “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2016 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 29, 2016, by and among Great Basin Scientific, Inc., a Delaware corporation, with headquarters located at 420 E. South Temple, Suite 520, Salt Lake City, UT 84111 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS SECURITY AGREEMENT (this “Agreement”) is entered into effective as of October 30, 2013, by and between UTAH AUTISM FOUNDATION, a Utah non-profit corporation (the “Foundation”) and GREAT BASIN SCIENTIFIC, INC., a Delaware corporation (“Great Basin”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • September 28th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
This Subordination and Intercreditor Agreement is executed and delivered as of September 27, 2017 (this "Agreement"), by and between Utah Autism Foundation, a Utah non-profit corporation (the “Subordinated Creditor”), and Hudson Bay Master Fund Ltd., in its capacity as collateral agent for the Senior Creditors (as defined below) (together with its successors and assigns in such capacity, the "Senior Agent"), and is acknowledged by Great Basin Scientific, Inc., a Delaware corporation (the “Borrower”).
OFFICE LEASE BETWEEN BAY PACIFIC EAST SOUTH TEMPLE, LLC, A UTAH LIMITED LIABILITY COMPANY (“LANDLORD”) AND GREAT BASIN SCIENTIFIC INC., A DELAWARE CORPORATION (“TENANT”) DATE OF LEASE: AUGUST 11, 2015 BUILDING: 420 EAST SOUTH TEMPLE – SALT LAKE CITY,...Office Lease • August 28th, 2015 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • California
This Office Lease Agreement (the "Lease"), made and entered into on this the 11th day of August , 2015, between Bay Pacific East South Temple, LLC, a Utah Limited Liability Company ("Landlord") and Great Basin Scientific Inc., a Delaware corporarion ("Tenant").
WAIVERWaiver • January 9th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
This Waiver (this “Waiver”) is entered into as of January 9, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) which is one of the holders (“Holders”) of shares of the Company’s Series F Preferred Stock (“Series F Preferred Shares”) with reference to the following facts:
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of July 30, 2014, by and among Great Basin Scientific, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) listed on the Schedule of Investors attached as Schedule A hereto (the “Series A Investors”), holders of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”) listed on Schedule A hereto ( the “Series B Investors”), holders of the Company’s Series C Preferred Stock (the “Series C Preferred Stock) listed on Schedule A hereto (the “Series C Investors”), holders of the Company’s Series D Preferred Stock (the “Series D Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) listed on Schedule A hereto (the “Series D Investors” and, together with the Series A Investors, the Series B Investors and the Series
LEAK-OUT AGREEMENTLeak-Out Agreement • June 20th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus
This leak-out agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
LOAN AND UNIT ISSUANCE AGREEMENTLoan Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS LOAN AND UNIT ISSUANCE AGREEMENT (this “Agreement”) is entered into effective as of July 18, 2014 (the “Effective Date”), by and between GREAT BASIN SCIENTIFIC, INC., a Delaware corporation (the “Company”), and SPRING FORTH INVESTMENTS, LLC, a Utah limited liability company (“Lender”). Lender or the Company may be referenced in this Agreement individually as a “Party” or collectively as the “Parties.”
AMENDMENT AGREEMENT NO. 3Amendment Agreement No. 3 • January 31st, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus
This Amendment Agreement No.3 (the "Agreement") dated as of January 30, 2017, is by and between Great Basin Scientific, Inc., a Delaware corporation with offices located at 420 E. South Temple, Suite 520, Salt Lake City, Utah 84111 (the "Company"), and the Holder whose signature is set forth below (the "Holder"). All terms used and not defined herein are used as defined in the Securities Purchase Agreement and the Notes (each as defined below), as applicable.
SECURITY AGREEMENTSecurity Agreement • August 20th, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • Utah
THIS SECURITY AGREEMENT (this “Agreement”) is entered into effective as of October 30, 2013, by and between SPRING FORTH INVESTMENTS LLC, a Utah limited liability company (the “Spring Forth”) and GREAT BASIN SCIENTIFIC, INC., a Delaware corporation (“Great Basin”).
EXCHANGE AGREEMENTExchange Agreement • April 4th, 2016 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 3rd day of April 2016, by and between, Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).
September 22, 2017Employment Agreement • September 22nd, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus
This letter constitutes and amendment of the Employment Agreement between Great Basin Scientific, Inc. (“Great Basin”) and Jeffrey Rona (“Mr. Rona”) (collectively, the “Parties.”) (the “Agreement”). Pursuant to paragraph 25 of the Agreement, by the Parties’ signatures below, the Parties agree to the following amendments to the Agreement:
