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:
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.
SERIES A WARRANT TO PURCHASE [ ] SHARES OF COMMON STOCK AND SERIES B WARRANTS TO PURCHASE [ ] SHARES OF COMMON STOCK OF GREAT BASIN SCIENTIFIC, INC.Warrant Agreement • September 23rd, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT (this “Series A Warrant”) certifies that, for value received, (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ] , 2015 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Great Basin Scientific, Inc., a Delaware corporation (the “Company”), (i) up to [ ] shares (the “Warrant Shares”) of the Common Stock of the Company and (ii) Series B Warrants to purchase up to [ ] shares of the Common Stock of the Company (the “Series B Warrants” and, together with the Warrant Shares, the “Warrant Securities”) [Equal to the number of Warrant Shares], at a purchase price equal to $[ ] [100% of the IPO Price] (the “Exercise Price”).
SERIES B WARRANT TO PURCHASE [ ] SHARES OF COMMON STOCK OF GREAT BASIN SCIENTIFIC, INC.Warrant Agreement • September 23rd, 2014 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT (this “Series B Warrant”) certifies that, for value received, (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ] , (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Great Basin Scientific, Inc., a Delaware corporation (the “Company”), (i) up to [ ] shares (the “Warrant Shares”) of the Common Stock of the Company, at a purchase price equal to $[ ] [125% of the IPO Price] (the “Exercise Price”).
